Common use of Mandatory Clause in Contracts

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).

Mandatory. (i) If the Borrower At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any Subsidiary shall at of its Subsidiaries (other than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any time property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or from time to time make a Disposition or shall suffer an Event (h) which results in the realization by such Person of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in excess of clauses (iii) and (v) below); provided, however, that (A) the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect first $25,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the extent such mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds are actually invested or reinvestedrealized under a Disposition described in this Section 2.05(b)(i) in excess of the Exempt Proceeds, or at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or a Subsidiary has entered into a binding contract prior to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end date of such 180-day periodDisposition), to the extent and so long as no Default shall have occurred and be continuing, such Net Cash Proceeds have not been so invested Loan Party or reinvested Subsidiary may reinvest all or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid as set forth in full this Section 2.05(b)(i), and then to the outstanding Term B Loans until paid in full (B) if a Default has occurred and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss is continuing at any time that the Borrower or its a Subsidiary intends to invest Guarantor receives or reinvest is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d2.05(b)(i).

Mandatory. (i) If the Borrower Company or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer of its Subsidiaries makes an Event Asset Sale that results in the realization by such Person of Loss resulting in Net Cash Proceeds (when combined with all other Asset Sales in such fiscal year) in excess of $5,000,000.00 individually, then the Asset Sale Amount for any fiscal year (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the Asset Sale Amount being the “Required Prepayment Amount”), the Company shall prepay an aggregate principal amount specified aboveof Loans equal to 100% of the Required Prepayment Amount within five Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ii) and (v) below); provided that in the case of each Disposition relevant Required Prepayment Amount shall not be required so to be used to make a prepayment so long as on the date such prepayment is otherwise required to be made (A) no Default shall then have occurred and Event of Loss, if be continuing and (B) the Borrower states in its notice Company has delivered to the Administrative Agent a certificate from a Responsible Officer setting forth that portion of such event Required Prepayment Amount that the Borrower or the applicable Subsidiary Company intends to invest or reinvest, as applicable, reinvest within 180 365 days of such date of receipt in operating assets or Persons (including pursuant to Permitted Acquisitions) of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets general type used or useful in the business of the Borrower Company and its Subsidiaries or reasonably similar or related to the nature or type of property and assets of the Company and its Subsidiaries, then so long as no Event . In the event that after the giving of Default then existsa notice of reinvestment referred to in the previous sentence, the Borrower shall not be required Company either ceases to intend to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvestedreinvestment, or any portion thereof, or fails to make such reinvestment, or any portion thereof, within the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180365-day period, to then the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, Company shall immediately make the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid unused Required Prepayment Amount in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to accordance with this Section 2.8(d2.05(b).

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any Subsidiary shall at any time of its Subject Subsidiaries in respect of its property or from time to time make a Disposition or shall suffer an Event assets, after the first $20,000,000 of Loss resulting in Net Cash Proceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $5,000,000.00 individually3,000,000 for any one event or series of related events, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the prepay an aggregate principal amount of the estimated Loans equal to 100% of all Net Cash Proceeds to be received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by subject to the Borrower or the Subsidiary provisions of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveSection 2.05(b)(iv); provided that in the case of each Disposition so long as no Default shall have occurred and Event of Lossbe continuing, (A) if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower or its Subsidiariesreceives such Net Cash Proceeds, then (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as no Event of Default then exists, within 12 months after the Borrower shall not be required to make a mandatory prepayment under this Section in respect receipt of such Net Cash Proceeds to such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the extent date of receipt of such Net Cash Proceeds are actually invested or reinvestedProceeds, or and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a Subsidiary has entered into certificate of a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, Responsible Officer to the extent Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have not been so invested or reinvested or such in accordance with the proviso of this Section 2.05(b)(i) and, as a binding contract entered intoresult, the Borrower shall promptly prepay the Obligations in the amount of such no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to at the end of such binding contract. The amount of each such prepayment period shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d)2.05.

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000.00 individually5,000,000 individually or on a cumulative basis in any fiscal year of Holdings, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon no later than five (5) Business Days following receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100100.0% of the amount of all such Net Cash Proceeds in excess of $5,000,000 for the amount specified aboveapplicable fiscal year; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossLoss or, in each case, if so committed to be invested or reinvested within such 365 day period, invested or reinvested within 180 days after such initial 365 day period, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or and its SubsidiariesSubsidiaries (other than current assets), then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section 2.8(b)(i) in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, reinvested or contractually committed to be invested or reinvested (and actually reinvested within such extension period) as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest Borrower’s notice within such Net Cash Proceeds during such 180365-day period (or such extension period). Promptly after the end of such 180365-day period (or such extension period), the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $5,000,000 for the amount specified above applicable fiscal year not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then (such prepayments being applied ratably to the outstanding remaining installments of principal (other than the final payment paid on the Term B Loans until paid in full and on the Term Loan Maturity Date)), then to the Revolving Loans until paid in full (without a corresponding permanent reduction of the Revolving Credit Commitments), then to Swing Loans and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds Cash Collateralize Letters of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Credit.

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower Restricted Group makes any Asset Disposition that results in the realization or receipt by any member of the Restricted Group of Net Available Cash, the relevant Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that at the option of the Borrowers, all or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary portion of the Net Available Cash Proceeds of such received in connection with an Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets may be used or useful in the business of the Borrower Restricted Group, including to make acquisitions, investments, capital expenditures or its Subsidiariesoperational expenditures, then so long as no Event in each case within 12 months of Default then existssuch receipt, the Borrower and such proceeds shall not be required to make be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that lxx if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of such termination or recission) (the “Reinvestment End Date”)), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a mandatory pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, however, that no such prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower 2.05(b)(i) shall promptly prepay the Obligations in be required where the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each any such prepayment shall would be applied first to less than the outstanding Term A Loans until paid in full greater of $200,000,000 and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds 3.0% of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Total Assets.

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower Restricted Group makes any Asset Disposition that results in the realization or receipt by any member of the Restricted Group of Net Available Cash, the relevant Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that at the option of the Borrowers, all or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary portion of the Net Available Cash Proceeds of such received in connection with an Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets may be used or useful in the business of the Borrower Restricted Group, including to make acquisitions, investments, capital expenditures or its Subsidiariesoperational expenditures, then so long as no Event in each case within 12 months of Default then existssuch receipt, the Borrower and such proceeds shall not be required to make be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period (the “Reinvestment End Date”)), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a mandatory pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, however, that no such prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower 2.05(b)(i) shall promptly prepay the Obligations in be required where the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each any such prepayment shall would be applied first to less than the outstanding Term A Loans until paid in full greater of $200,000,000 and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds 3.0% of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Total Assets.

Mandatory. (i) If the Borrower any Credit Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually250,000 individually or on a cumulative basis in any fiscal year of Credit Parties, then (x) the Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower such Credit Party or such Subsidiary in respect thereof) and (y) promptly (and in any event within five (5) Business Days) upon receipt by the Borrower any Credit Party or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above$250,000; provided that in the case of each Disposition and Event of Loss, if the Borrower Representative states in its notice of such event that the Borrower applicable Credit Party or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariessimilar like-kind assets, then so long as no Default or Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are either (x) actually invested or reinvested or (y) committed to be invested or reinvested, or the in each case as described in Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during Representative’s notice with such 180-day period. Promptly after the end of such 180-day period, Borrower Representative shall notify the Agent whether such Credit Party or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to any outstanding Overadvances, then to the outstanding Term A Loans until paid in full and (applied on a pro rata basis over the remaining principal amortization payments thereof), and, then to (in the outstanding Term B Loans until paid order determined by Agent but without a reduction in full and then to Revolving Credit Commitments) the Revolving Loans until paid in full and then to the Loans, Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Reimbursement Obligations.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any Subsidiary prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall at any time be required pursuant to this Section 2.06(b)(i)(A) if, on or from time prior to time make such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a Disposition or shall suffer an Event portion of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with Section 2.06(b)(i)(B) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or which election may only be made if no Specified Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofDefault has occurred and is then continuing) and (y) promptly upon receipt by if at the time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Subsidiary Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Event Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of Lossthe aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the Borrower portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall prepay the Obligations in an aggregate amount equal to 100% of not exceed the amount of all such Net Cash Applicable Asset Sale Proceeds in excess of required to be allocated to the amount specified above; provided that in Other Applicable Indebtedness pursuant to the case of each Disposition terms thereof, and Event of Lossthe remaining amount, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestany, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds shall be allocated to the extent such Net Cash Proceeds are actually invested or reinvested, or Initial Term Loans and the Borrower or 2022 Incremental Term B- 2 Loans on a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after pro rata basis in accordance with the end of such 180-day period, terms hereof to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoprepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans, the Borrower shall promptly prepay the Obligations in as applicable, and the amount of such Net Cash Proceeds in excess prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to Initial Term Loans and the outstanding 2022 Incremental Term A B-2 Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations would have otherwise been required pursuant to this Section 2.8(d).2.06(b)(i) shall be reduced accordingly and (y) 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Initial Term Loans and the 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the terms hereof; 91

Mandatory. (i) If (1) the Borrower or any Restricted Subsidiary shall at Disposes of any time property or from time to time make a assets (other than any Disposition of any property or shall suffer an assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(v)); (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Restricted Subsidiary of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually10 million, then (x) the Borrower shall promptly notify cause to be prepaid on or prior to the Administrative Agent of such Disposition or Event of Loss date which is ten (including 10) Business Days after the amount date of the estimated Net Cash Proceeds to be received by the Borrower realization or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Restricted Subsidiary of the such Net Cash Proceeds an aggregate principal amount of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Loans in an aggregate amount equal to 100% of all Net Proceeds received in order of application set forth in Section 2.05(b)(v) below; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of all such net 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 Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid (after giving effect to any requirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable relevant Restricted Subsidiary intends to invest shall have reinvested or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract commitment to so invest reinvest or otherwise determined to reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such (as set forth in a binding contract entered into, notice from the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent to be delivered on or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied prior to the Obligations pursuant to this Section 2.8(ddate which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

Mandatory. (i) If the any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $5,000,000.00 individually1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (x) the Borrower Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the such Borrower or the such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the amount specified aboveBorrowers; provided that in the case of each Disposition and Event of Loss, if the Borrower states Borrowers state in its notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariessimilar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or reinvested as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest Borrowers’ notice within such Net Cash Proceeds during such 180-day 365‑day period. Promptly after the end of such 180-day 365‑day period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the amount specified above Borrowers not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first then to the U.S. Revolving Loans and the Canadian Revolving Loans on a ratable basis (in accordance with the outstanding Term A principal amounts thereof) until all outstanding Revolving Loans until are paid in full and then to the U.S. Swing Loans and the Canadian Swing Loans on a ratable basis (in accordance with the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(dprincipal amounts thereof).

Mandatory. (i) If In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary shall at of its Restricted Subsidiaries in respect of any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds in excess of $5,000,000.00 individuallyare received, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in excess of the amount specified aboveclause (iii) below); provided that that, in the case of each Disposition and any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Event of LossDefault shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower states in and/or its notice of such event that applicable Restricted Subsidiary invests (or commits to invest) the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event such event (or a portion thereof) within 365 days after receipt of Loss, the such Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or and its Restricted Subsidiaries, then so long as no Event of Default then exists, the Borrower prepayment shall not be required pursuant to make a mandatory prepayment under this Section paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds therefrom that have not been so invested (or reinvested 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 120 days after such 365-day period), at which time a binding contract entered into, the Borrower prepayment shall promptly prepay the Obligations be required in the an amount of equal to such Net Cash Proceeds in excess of the amount specified above that have not been so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).

Mandatory. (i) If The Borrower shall, on the Borrower or Business Day following the date of receipt of any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess by any Loan Party or any of $5,000,000.00 individuallyits Subsidiaries, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the prepay an aggregate principal amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount Advances equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided provided, however, that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, (A) the Borrower shall not be required to make a mandatory any prepayment under this Section in respect hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.06(b)(i) exceeds $5,000,000 (at such time the Borrower shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C) or (D) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such (excluding Net Cash Proceeds during such 180-day period. Promptly after from Extraordinary Receipts) received by the end Loan Parties and their Subsidiaries shall exceed $10,000,000, only 75% of any amount of such 180-day periodexcess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Net Cash Extraordinary Receipts Proceeds have not been so invested are used to repair, restore or reinvested replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such a binding contract entered intoExtraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, the Borrower shall promptly prepay the Obligations and (D) in the amount case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Net Cash Extraordinary Receipts Proceeds in excess of the amount specified above not so invested or reinvested or subject shall be required to such binding contractbe applied to any prepayment hereunder. The amount of each Each such prepayment shall be applied first ratably to the outstanding Term A Loans until paid in full and then Advances, second ratably to the outstanding Term B Loans until paid Non-rollup Revolving Credit Facility as set forth in full clause (iv) below and then to the Rollup Revolving Loans until paid Credit Facility as set forth in full clause (v) below, and then to third, if required under Section 2.03(g) or 2.21(g), deposited in the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)L/C Cash Collateral Account.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any Subsidiary prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall at any time be required pursuant to this Section 2.06(b)(i)(A) if, on or from time prior to time make such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a Disposition or shall suffer an Event portion of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with Section 2.06(b)(i)(B) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or which election may only be made if no Specified Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofDefault has occurred and is then continuing) and (y) promptly upon receipt by if at the time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Subsidiary Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Event Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of Lossthe aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the Borrower portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall prepay the Obligations in an aggregate amount equal to 100% of not exceed the amount of all such Net Cash Applicable Asset Sale Proceeds in excess of required to be allocated to the amount specified above; provided that in Other Applicable Indebtedness pursuant to the case of each Disposition terms thereof, and Event of Lossthe remaining amount, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestany, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds shall be allocated to the extent such Net Cash Proceeds are actually invested or reinvested, or Initial Term Loans in accordance with the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, terms hereof to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, prepayment of the Borrower shall promptly prepay the Obligations in Initial Term Loans and the amount of such Net Cash Proceeds in excess prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Initial Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations would have otherwise been required pursuant to this Section 2.8(d).2.06(b)(i) shall be reduced accordingly and (y) 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Initial Term Loans in accordance with the terms hereof;

Mandatory. (i) If The Borrowers shall, on the Borrower or Business Day following the date of receipt of any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess by any Loan Party or any of $5,000,000.00 individuallyits Subsidiaries, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the prepay an aggregate principal amount of the estimated Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds to be received by unless and until the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of (excluding Net Cash Proceeds from an Event of Loss, Extraordinary Receipts) that have not theretofore been applied to prepay the Net Cash Proceeds thereof in assets used or useful in Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect of hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), (D) or (E) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such (excluding Net Cash Proceeds during such 180-day period. Promptly after from Extraordinary Receipts) received by the end Loan Parties and their Subsidiaries shall exceed $10,000,000, only 75% of such 180-day periodexcess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Net Cash Extraordinary Receipts Proceeds have not been so invested are used to repair, restore or reinvested replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such a binding contract entered intoExtraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, the Borrower shall promptly prepay the Obligations (D) in the amount case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Net Cash Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder and (E) in excess the case of Extraordinary Receipts Proceeds on account of the amount specified above not so invested or reinvested or claims subject to the Xxxxxxx Fire Settlement, no such binding contractExtraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “Xxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. The amount of each Each such prepayment shall be applied first ratably to the outstanding Term A Loans until paid Revolving Credit Facility as set forth in full clause (iv) below, and then to second, if required under Section 2.03(g), deposited in the outstanding Term B Loans until paid L/C Cash Collateral Account, in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds each case without any reduction of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)any Commitments.

Mandatory. (i) If the Borrower or any Subsidiary The Revolving Facility shall at any time or from time to time make a Disposition or shall suffer be automatically and permanently reduced by an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% $50,000,000 (provided, that, in no event shall the Revolving Facility be reduced to less than $150,000,000) (such reduction of the amount Revolving Facility, to the extent it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of all such Net Cash Proceeds in excess (A) the date of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or Corporate Headquarters, (B) the date of receipt by any Loan Party of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business Involuntary Disposition of the Borrower or its Subsidiaries, then so long as no Event Corporate Headquarters in an aggregate amount in excess of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds $5,000,000 to the extent such Net Cash Proceeds are actually invested or reinvested, or not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest and its Subsidiaries within eighteen (18) months of the date of such Involuntary Disposition (it being understood that any such Net Cash Proceeds during not so reinvested shall be deemed to have been received on the Business Day immediately following the expiration of such 180-day eighteen (18) month period. Promptly ), and (C) the date that is the first anniversary of the Closing Date (the “Mortgage Notice Date”); provided, that, in the case of this clause (C), if the Borrower has delivered written notice to the Lender electing to grant a Mortgage (subject to Permitted Liens) in the Corporate Headquarters in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations (the “Collateral Notice”) on or prior to the Mortgage Notice Date, the Revolving Facility shall not be reduced pursuant to this Section 2.05(b)(i)(C) so long as the Borrower shall have, on or prior to the date that is ninety (90) days (or such extended period of time as agreed to by the Lender in its reasonable discretion) after the end of such 180-day periodMortgage Notice Date, provided to the extent Lender a Mortgage and such Mortgaged Property Support Documents as the Lender may request to cause the Corporate Headquarters to be subject at all times to a Mortgage (subject to Permitted Liens) in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations. For the avoidance of doubt, the automatic and permanent reduction in the Revolving Facility on the dates contemplated in clauses (A) and (B) above shall occur at any time such Disposition occurs or such Net Cash Proceeds have not been so invested are received, as applicable, whether prior to or reinvested or such a binding contract entered into, after the date the Borrower shall promptly prepay delivers the Obligations in Collateral Notice and/or the amount of such Net Cash Proceeds in excess of a Mortgage and Mortgaged Property Support Documents for the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations Corporate Headquarters pursuant to this Section 2.8(d)clause (C) above.

Mandatory. (i) If the Borrower Company or any Subsidiary shall at of its Restricted Subsidiaries (A) Disposes of any time property (other than any deemed Disposition referred to in Section 7.08(c)) or from time to time make a Disposition or shall suffer (B) suffers an Event of Loss resulting Loss, in each case, which results in the realization by such Person of Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay (or, in the Obligations in case of the Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds which, in excess of the amount specified aboveaggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $150,000,000; provided that provided, that, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of each a Disposition and Event of Lossany Significant Company or substantially all the assets of any Significant Company; provided, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends further, that, with respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an Event of Lossdescribed in this Section 2.04(b)(i), at the Net Cash Proceeds thereof in assets used or useful in the business election of the Borrower (as notified by the Borrower to the Administrative Agent on or its Subsidiariesprior to the receipt of such Net Cash Proceeds), then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested Company or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the amount specified above Company in writing to the Administrative Agent); and provided, however, that any Net Cash Proceeds not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d2.04(b)(i).

Mandatory. (i) If the Borrower or any Subsidiary of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall at any time or from time prepay an aggregate principal amount of Term A Loans equal to time make a Disposition or shall suffer an Event 100% of Loss resulting in such Net Cash Proceeds in excess (or, if the Borrower or any of $5,000,000.00 individuallyits Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after the later of (xA) receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided, however, that with respect to any such Net Cash Proceeds received by or paid to or for the account of the Borrower shall promptly notify or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower to the Administrative Agent of such Disposition or Event of Loss (including not more than 5 days after receiving the amount of the estimated Net Cash Proceeds to therefrom), and so long as no Default shall have occurred and be received by continuing, the Borrower or such Subsidiary in respect thereof(x) and (y) promptly upon receipt by the Borrower may reinvest all or the Subsidiary any portion of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided assets that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets are used or useful in the business of the Borrower or and its Subsidiaries, then Subsidiaries so long as no Event of Default then exists, within 12 months after the Borrower shall not be required to make a mandatory prepayment under this Section in respect receipt of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested reinvestment shall have been completed or reinvested, or the Borrower or a Subsidiary has entered (y) may enter into a binding contract commitment to so invest reinvest all or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess such assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment immediately preceding proviso shall be promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied first to the outstanding prepayment of the Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.05(b)(i).

Mandatory. (i) If the Borrower (1) Parent or any Restricted Subsidiary shall at Disposes of any time property or from time to time make a assets (other than any Disposition of any property or shall suffer an assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(m), (s), (u) and (v)) or (2) any Casualty Event occurs, that results in the realization or receipt by Parent or such Restricted Subsidiary of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually10 million, then the Borrowers shall cause to be prepaid on or prior to the date which is ten (x10) Business Days after the date of the realization or receipt by Parent, such Borrower shall promptly notify the Administrative Agent or Restricted Subsidiary of such Disposition or Event of Loss (including the Net Proceeds an aggregate amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Term Loans in an aggregate amount equal to 100% of all Net Proceeds received; provided, that if at the amount of all time that any such Net Cash Proceeds prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in excess respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the amount specified above; provided that in documentation governing such Indebtedness with the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of Loss the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the Borrower or its Subsidiary intends portion of such net proceeds allocated to invest or reinvest the Other Applicable Indebtedness shall not exceed the amount of such net 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 maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied allocated to the Obligations 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 2.8(d2.05(b)(i) shall be reduced accordingly; 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Proceeds that Parent or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in a notice from Parent to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

Mandatory. (i) If Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended January 31, 2020) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower or any Subsidiary shall at any time or from time shall, subject to time make a Disposition or shall suffer clause (b)(vii) of this Section 2.05, cause to be prepaid an Event aggregate principal amount of Loss resulting Term Loans in Net Cash Proceeds in excess of $5,000,000.00 individually, then an amount equal to (xA) the Borrower shall promptly notify Applicable ECF Percentage of Excess Cash Flow, if any, for the Administrative Agent Excess Cash Flow Period then ended minus (B) the sum of all voluntary prepayments of Term Loans, Incremental Equivalent Debt and Refinancing Equivalent Debt (in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations under Term Loans), during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Disposition or Event Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due (limited in the case of Loss any voluntary prepayments made pursuant to Section 2.05(a)(v) to the discounted amount actually paid in respect of the principal amount of such Term Loans (including as opposed to the face amount so prepaid)) and (2) all voluntary prepayments of Revolving Loans during such Excess Cash Flow Period or, without duplication across Excess Cash Flow Periods, after the end of such Excess Cash Flow Period and prior to when such Excess Cash Flow prepayment is due, to the extent the “Commitments” (as defined under the Revolving Credit Agreement) are permanently reduced by the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Losspayments and, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day periodimmediately preceding clauses (1) and (2), to the extent such Net prepayments are funded with Internally Generated Cash Proceeds have not been so invested or reinvested or such a binding contract entered into(the difference of (A) minus (B), the Borrower shall promptly “ECF Prepayment Amount”); provided, however, that if at the time that any such prepayment would be required, Holdings (or any Restricted Subsidiary of Holdings) is required to prepay or offer to repurchase any Incremental Equivalent Debt or any Refinancing Equivalent Debt, in each case that is secured by the Collateral on a pari passu basis, and pari passu in right of payment, with the Obligations in under any Class of Term Loans, pursuant to the terms of the documentation governing such Indebtedness (such Incremental Equivalent Debt or Refinancing Equivalent Debt required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the applicable Class of Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the applicable Class of Term Loans in excess accordance with the terms hereof) to the prepayment of the amount specified above not so invested Term Loans and to the repurchase or reinvested or subject to such binding contract. The prepayment of Other Applicable Indebtedness, and the amount of each such prepayment shall be applied first to of the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations would have otherwise been required pursuant to this Section 2.8(d)2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchase or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the applicable Class of Term Loans in accordance with the terms hereof; provided, further, that no prepayment of Term Loans pursuant to this Section 2.05(b)(i) shall be required with respect to any Excess Cash Flow Period unless and to the extent that the ECF Prepayment Amount is at least $25,000,000 for such period.

Mandatory. (i) If No later than the Borrower or any Subsidiary date that is five Business Days after each Quarterly Payment Date, the Borrowers shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds cause to be received by the Borrower or such Subsidiary offered to be prepaid in respect thereofaccordance with clauses (b)(iv) and (yviii) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossbelow, the Borrower shall prepay the Obligations in an aggregate principal amount of Term Loans equal to 100% the Applicable Cash Percentage of Available Cash, if any, for such fiscal quarter minus the amount of all Permitted Deductions during such Net Cash Proceeds in excess of fiscal quarter or the amount specified aboveof all Permitted Deductions reasonably expected (as determined by the Borrower Representative in good faith) during the following fiscal quarter (such amount, “Excess Cash Flow”); provided that in if at the case time that any such prepayment would be required, the Borrowers are required to offer to repurchase or make a payment with respect to any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the terms of each Disposition the documentation governing such Indebtedness (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) with such Excess Cash Flow (such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”), then the Borrowers may apply such Excess Cash Flow on a pro rata basis to the Term Loan and Event Other Applicable Indebtedness determined on the basis of Lossthe aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, if further, that (A) the Borrower states in its notice portion of such event that the Borrower or the applicable Subsidiary intends Excess Cash Flow allocated to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower Other Applicable Indebtedness shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in exceed the amount of such Net Excess Cash Proceeds Flow required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term Loans in excess accordance with the terms hereof, and the amount of prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations would have otherwise been required pursuant to this Section 2.8(d)2.03(b)(i) shall be reduced accordingly and (B) 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of an amount exceeding $5,000,000.00 individually100,000 in any fiscal year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that provided, in the case of (x) each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets or other assets used or useful in the business of the Borrower or and its Subsidiaries’ business other than inventory, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or reinvested as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during Borrower’s notice with such 180-day period. Promptly , and promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested and (y) Net Cash Proceeds constituting proceeds of business interruption insurance maintained the Borrower or subject to applicable Subsidiary following an Event of Loss, no mandatory prepayment of such binding contractNet Cash Proceeds shall be required under this clause (i). The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Line of Credit Loans (without any reduction in the Line of Credit Commitments) until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)full.

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000.00 individually250,000 individually or $500,000 on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $250,000 individually or $500,000 on a cumulative basis in any fiscal year of the amount specified aboveBorrower; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariesbusiness, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or reinvested as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest Borrower’s notice within such Net Cash Proceeds during such one hundred eighty (180-) day period. Promptly after the end of such one hundred eighty (180-) day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $250,000 individually or $500,000 on a cumulative basis in any fiscal year of the amount specified above Borrower not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full full, and then to the Revolving Loans until paid in full and then to (without a permanent reduction of the Swing LoansRevolving Credit Commitments). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or its Affiliates until investedEvent of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If the Borrower At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any Subsidiary shall at of its Subsidiaries (other than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any time property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or from time to time make a Disposition or shall suffer an Event (h) which results in the realization by such Person of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in excess of clauses (iii) and (v) below); provided, however, that (A) the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect first $15,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the extent such mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds are actually invested or reinvestedrealized under a Disposition described in this Section 2.05(b)(i) in excess of the Exempt Proceeds, or at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or a Subsidiary has entered into a binding contract prior to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end date of such 180-day periodDisposition), to the extent and so long as no Default shall have occurred and be continuing, such Net Cash Proceeds have not been so invested Loan Party or reinvested Subsidiary may reinvest all or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the amount specified above Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so invested or reinvested or subject to within such binding contract. The amount of each such prepayment 12 month period shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d2.05(b)(i), and (B) if a Default has occurred and is continuing at any time that a Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i).

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time Within five (5) Business Days after financial statements have been delivered pursuant to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofSection 6.01(a) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossrelated Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay the Obligations cause to be prepaid an aggregate principal amount of Term Loans in an aggregate amount equal to 10050% of Excess Cash Flow, if any, for the amount of all fiscal year covered by such Net Cash Proceeds in excess of financial statements (commencing with the amount specified abovefiscal year ended February 28, 2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005); provided that in the case of each Disposition and Event of Loss, (A) if the Borrower states in its notice is unable to prepay all or any portion (a "shortfall amount") of such event that the principal amount of the Term Loans required by this Section 2.05(b)(i) with respect to the Excess Cash Flow for any fiscal year solely because no funds are available to the Borrower to make such prepayment (such availability to be determined after giving effect to funds held by, or the applicable Subsidiary intends to invest or reinvestavailable to, as applicable, within 180 days of the applicable Disposition or Restricted Subsidiaries that may be remitted after receipt of Net Cash Proceeds from an Event of Lossall necessary regulatory approvals, the Net Cash Proceeds thereof in assets used directly or useful in the business of indirectly, to the Borrower but not taking into account any Indebtedness that may be incurred by any Restricted Subsidiaries) other than funds held by any Regulated Subsidiary which funds may not be remitted to an Unregulated Person, whether pursuant to intercompany loans, distributions on equity or its Subsidiariesotherwise, without causing a Mandatory Prepayment Net Capital Deficiency with respect to such Regulated Subsidiary to occur, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect the portion of such Net Cash Proceeds prepayment equal to the extent shortfall amount until the date on which any Regulated Subsidiary is able to remit such funds to an Unregulated Person without causing a Mandatory Prepayment Net Cash Proceeds are actually invested or reinvested, or Capital Deficiency and (B) such percentage shall be reduced to (1) 25% if the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess Leverage Ratio as of the amount specified above not so invested or reinvested or subject to such binding contract. The amount last day of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full immediately preceding four fiscal quarters was less than 4.0:1 and then to (2) 0% if the outstanding Term B Loans until paid in full and then to Leverage Ratio as of the Revolving Loans until paid in full and then to last day of the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)immediately preceding four fiscal quarters was less than 3.0:1.

Mandatory. (i) If the Borrower or any Subsidiary Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallywith respect to any Property, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary Guarantor in respect thereof) and (y) and, promptly upon receipt by the Borrower or the Subsidiary such Guarantor of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents or to the extent not so repaired or replaced, apply such Net Cash Proceeds to promptly prepay such Obligations, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Borrower not exceeding $250,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each any Disposition and not covered by clause (y) above, so long as no Default or Event of LossDefault then exists, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary relevant Guarantor intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossDisposition, the Net Cash Proceeds thereof in assets used similar to the assets which were subject to such Disposition or other assets useful in the business of the Borrower Borrower’s or its Subsidiariessuch Guarantor’s business, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during similar assets within such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar or other useful assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (ii) if such amount specified above is not so invested or reinvested or subject expended, the first day following the date such amount was contractually committed to such binding contractbe expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied applied, first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Loans until paid in full and then to the Swing LoansCredit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent (or its Affiliates until investedagent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property or in any permitted reinvestment.

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon Within ten Business Days after receipt by the Borrower or the any Restricted Subsidiary of the any Net Cash Available Proceeds from any Asset Sale or series of such Disposition related Asset Sales permitted by Section 8.01(d), (k), (l) or such Event of Loss(m), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Obligations Borrower to the extent permitted by Section 8.05 (other than Section 8.05(i)) (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in an aggregate amount equal to 100% of the amount of all such Net Cash Available Proceeds (with any prepayments of the Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in excess of the amount specified above; provided assets that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or its Subsidiaries, then so long as no Event Investment) (x) within 365 days following the date of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect receipt of such Net Cash Available Proceeds of such Asset Sale or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to the extent use such Net Cash Available Proceeds are actually invested or reinvested, or before the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180expiration of the 365-day period. Promptly period referred to in preceding clause (x), within 180 days after the end of such 180365-day period; provided further, to the extent such however, that any Net Cash Available Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such legally binding contract. The amount of each commitment or so reinvested within such prepayment shall 365-day period (as such period may be applied first to the outstanding Term A Loans until paid extended as permitted above) (or, in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so requesteither case, all proceeds of such Disposition or Event of Loss that earlier date, if any, as the Borrower or its such Restricted Subsidiary intends determines not to invest or reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans or other term Indebtedness as set forth in this Section 2.8(d2.04(b)(i).

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Restricted Group makes any Asset Disposition that results in the realization or receipt by any member of the Restricted Group of Net Available Cash, the relevant Borrower shall cause to be prepaid on the date of the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this clause (i), on the date such reinvestment period expires), subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Loans in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance); provided that at the option of the Borrowers, the Borrowers may use all or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary portion of the Net Available Cash Proceeds of such received in connection with an Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower Restricted Group, including to make acquisitions, investments, capital expenditures or its Subsidiariesoperational expenditures, then so long as no Event in each case within 12 months of Default then existssuch receipt, the Borrower and such proceeds shall not be required to make be applied to prepay the Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this clause (b)(i)), as of the date or such termination; and provided further that, if at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a mandatory pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower 2.05(b)(i) shall promptly prepay the Obligations in be required where the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each any such prepayment shall would be applied first to less than the outstanding Term A Loans until paid in full greater of $200,000,000 and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds 3.0% of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Total Assets.

Mandatory. (i) If the Borrower receives any Net Proceeds from Asset Sales or any Subsidiary Recovery Event, such amounts shall at any time or be used in accordance with Section 7.08 to prepay the Loan within five (5) Business Days of the receipt thereof; provided that an aggregate amount of Net Proceeds from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds Asset Sales not in excess of $5,000,000.00 individually5.0 million from all Asset Sales may be retained by the Borrower and shall not be required to be applied to the repayment of the Loan; provided, then further, that any Net Proceeds received from (x) the Borrower a Weekly Reader Sale shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds not be required to be received used to prepay the Loan and may be reinvested by the Borrower or such Subsidiary any Guarantor in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, Reinvestment Assets within 180 days of the applicable Disposition or receipt date of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then such Weekly Reader Sale so long as no any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or before the 181st day after such Weekly Reader Sale or (y) any Recovery Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds be used to prepay the extent such Net Cash Proceeds are actually invested or reinvested, or Loan and may be reinvested by the Borrower or a Subsidiary has entered into a binding contract to any Guarantor in Reinvestment Assets within 90 days of the date of such Recovery Event so invest or reinvest long as any such Net Cash Proceeds during that are not so reinvested within such 180-time period shall be used to prepay the Loan on or before the 91st day periodafter such Recovery Event. Promptly after Any such payment shall be accompanied by payment of the end applicable Yield Maintenance Amount required pursuant to Section 2.08. (ii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to this Section 2.04(b) at least three (3) Business Days prior to the date of such 180-day period, to prepayment. Each such notice shall specify the extent date of such Net Cash Proceeds have not been so invested or reinvested or such prepayment and provide a binding contract entered into, the Borrower shall promptly prepay the Obligations in reasonably detailed calculation of the amount of such Net Cash Proceeds in excess prepayment. The Administrative Agent will promptly notify each Lender of the amount specified above not so invested or reinvested or subject to such binding contract. The amount contents of each such the Borrower’s prepayment shall be applied first to the outstanding Term A Loans until paid in full notice and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event Lender’s Pro Rata Share of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)prepayment.

Mandatory. (i) If the Borrower Upon receipt by any Loan Party or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in its --------- Subsidiaries of Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossfrom any Asset Disposition, the Borrower shall prepay the Obligations then outstanding Advances in an aggregate amount equal to one- hundred percent (100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect %) of such Net Cash Proceeds payable concurrently with consummation of such Asset Disposition; provided that no such prepayment -------- need be made (1) unless the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be made in the amount of the entire Asset Disposition) or until the cumulative Net Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of the Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), except that the extent such Net Cash Proceeds are actually invested or reinvested, or terms of this Section shall not be applicable with respect to Asset Dispositions by the Borrower or a any Subsidiary has entered into a binding contract if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to so invest or reinvest the Borrower, the business of the Subsidiaries) within 180 days of such Asset Disposition, provided that any -------- such Net Cash Proceeds during such 180-day period. Promptly after not so reinvested shall be used to prepay the end of such 180-day periodAdvances on the 181st day; provided, however, that with respect to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into-------- ------- from the Orpington Sale/Leaseback, the Borrower shall promptly have twenty-four (24) months from the closing of the Orpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), provided, that, if -------- such Net Proceeds from the Orpington Sale/Leaseback are not so reinvested within such twenty-four (24) month period, any such Net Proceeds not so reinvested shall be used to prepay the Obligations in Advances on the amount of such Net Cash Proceeds in excess Business Day immediately succeeding the second anniversary of the amount specified above not so invested or reinvested or subject to such binding contract. The amount closing of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Orpington Sale/Leaseback.

Mandatory. (i) If The Commitment Amount shall to the Borrower extent not applied to the permanent repayment of other Indebtedness that is not Subordinated Debt or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallySubordinated Intercompany Debt, then (x) concurrently with the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or any of its Subsidiaries of any Net Disposition Proceeds, Net Equity Proceeds, Net Issuance Proceeds or Casualty Proceeds, as the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Losscase may be, the Borrower shall prepay the Obligations in be reduced by an aggregate amount equal to 100% of such Net Disposition Proceeds, 50% of such Net Equity Proceeds, 100% of such Net Issuance Proceeds or 100% of such Casualty Proceeds, as the case may be; provided, however, that the Commitment Amount shall not be reduced by the amount of all such (a) any Net Cash Disposition Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that or Casualty Proceeds received by the Borrower or such Subsidiary under this Section so long as (i) (A) the applicable Subsidiary intends to invest Borrower informs the Administrative Agent no later than 30 days following the occurrence of the permitted disposition resulting in such Net Disposition Proceeds or reinvestthe Casualty Event resulting in such Casualty Proceeds, as applicablethe case may be, within 180 days of its or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the applicable Disposition acquisition or receipt construction of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in property or capital assets to be used or useful in the business of the Borrower and its Subsidiaries or its Subsidiariessuch Casualty Proceeds to the rebuilding or replacement of the property which was the subject of such Casualty Event, then as the case may be, and (B) such Net Disposition Proceeds or Casualty Proceeds, as the case may be, are in fact so applied within 180 days following the receipt of such Net Disposition Proceeds or Casualty Proceeds, and (ii) no Default shall have occurred and be continuing and (b) any Net Equity Proceeds received by the Borrower or such Subsidiary under this Section so long as no Event (i) the Administrative Agent shall have received a Compliance Certificate executed by an Authorized Officer of Default then existsthe Borrower certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that, on a historical pro forma basis (after giving effect to the sale or issuance giving rise to such Net Equity Proceeds and all other transactions related thereto (including all Indebtedness that would be assumed or incurred as a result of such other transactions)) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 8.1.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower shall not would be required to make a mandatory prepayment under this in compliance with Section in respect 8.2.4 as of the last day of such Net Cash Proceeds to Fiscal Quarter and the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end Leverage Ratio as of such 180-day perioddate would be less than 3.25:1, to the extent and (ii) no Default shall have occurred and be continuing. Each such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations reduction in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment Commitment Amount shall be applied first to the outstanding Term A Loans until paid in full permanent and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)automatic.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any Subsidiary prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall at any time be required pursuant to this Section 2.06(b)(i)(A) if, on or from time prior to time make such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a Disposition or shall suffer an Event portion of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with Section 2.06(b)(i)(B) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or which election may only be made if no Specified Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofDefault has occurred and is then continuing) and (y) promptly upon receipt by if at the time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Subsidiary Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Event of LossIndebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower shall prepay Borrower, at its election, may apply the Obligations in an aggregate amount equal to 100% Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of all the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds in excess of so received to the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice prepayment of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).Other Applicable 90

Mandatory. (i) If Following the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event end of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount each fiscal year of the estimated Net Cash Proceeds to be received by Company, commencing with the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossfiscal year ending September 30, 2018, the Borrower Company shall prepay the Obligations Loans in an aggregate amount equal to (A) the applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of Term Loans, Incremental Term Loans and (to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that if all Term B Loans have been paid in full and the Term B Facility has been terminated on or prior to the date a prepayment under this clause (i) would have been required to have been made, no such prepayment shall be required for such fiscal year or any subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (ii) If the Company or any of its Restricted Subsidiaries Disposes of any property (other than in the ordinary course of business, and other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (g), (h) or (o)) which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds received therefrom in excess of the amount specified above; provided that $50,000,000 in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in assets used or useful clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the business election of the Borrower Company (as notified by the Company to the Administrative Agent on or its Subsidiariesprior to the date of such Disposition), then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested Company or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the amount specified above Company in writing to the Administrative Agent), and (C) in the case of Dispositions by AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided 77 108739301_14 further, that any Net Cash Proceeds not so invested or reinvested or subject to such binding contractdefinitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). The Notwithstanding the foregoing, if the Company or any of its Restricted Subsidiaries realizes any Net Cash Proceeds resulting from a Non-Core Asset Disposition, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below), without regard to the foregoing $50,000,000 threshold or the reinvestment provisions set forth in this clause (ii). (iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Recovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such prepayment Net Cash Proceeds such reinvestment shall have been consummated; and provided further, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied first to the outstanding prepayment of the Loans as set forth in this Section 2.05(b)(iii). (iv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Loans until paid in full US Facility, the Term A CAD Facility, the Term A AUD Facility, and then the Term B Facility and to the outstanding principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the applicable Term B Loans until paid Facility (and, to the extent provided in full and then the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter, to the remaining principal repayment installments of the applicable Term Facility (and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) on a pro rata basis and, second, to the Revolving Loans until paid in full and then to Credit Facility (without permanent reduction of the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).Revolving Credit Commitments) 78 108739301_14

Mandatory. (i) If any of the Borrower Borrowers or any Subsidiary shall at makes any time or from time to time make a Disposition or shall suffer an Event of Loss resulting the type described in clause (j) of Section 7.05 which results in the realization by such Person of Net Cash Proceeds in excess of $5,000,000.00 individuallyProceeds, then (x) the Borrower Borrowers shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the prepay an aggregate principal amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount Loans equal to 100% of the amount of all such Net Cash Proceeds received therefrom in excess of the amount specified above; provided that $25,000,000 in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, aggregate for the Net Cash Proceeds thereof received from all such Dispositions during the twelve month period most recently ended on or before such date (and including the month in assets used or useful in which such Disposition occurred) no later than fifteen (15) days after the business end of the Borrower or its Subsidiariesmonth during which such Disposition occurred (such prepayments to be applied as set forth in clauses (ii) and (v) below, then as applicable); provided that, so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of exists at such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day periodtime, to the extent a Restricted Payment or other distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such Net Cash Proceeds have not been so invested mandatory prepayment without making such Restricted Payment or reinvested other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under this Section 2.05(b)(i) shall be made if the applicable Borrower or the applicable Subsidiary determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such a binding contract entered intoRestricted Payment or other distribution which such Borrower, in its reasonable judgment, deems to be material. Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof) required under this Section 2.05(b)(i), the Borrower Borrowers shall promptly prepay the Obligations make such prepayment in an amount equal to the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions, less the amount by which the Net Cash Proceeds in excess from the applicable Disposition were previously used for the permanent repayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Indebtedness.

Mandatory. (i) If the Borrower or any Subsidiary shall at of its Restricted Subsidiaries (A) Disposes of any time property (other than any deemed Disposition referred to in Section 7.08(c)) or from time to time make a Disposition or shall suffer (B) suffers an Event of Loss resulting Loss, in each case, which results in the realization by such Person of Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay (or, in the Obligations in case of the Term B Loan or Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds which, in excess of the amount specified aboveaggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided that provided, that, the foregoing requirement to offer to purchase Term B Loans or Incremental Term Loans, if any, shall only apply in the case of each a Disposition and Event of Lossany Operating Company or substantially all the assets of any Operating Company; provided, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends further, that, with respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an Event of Lossdescribed in this Section 2.04(b)(i), at the Net Cash Proceeds thereof in assets used or useful in the business election of the Borrower (as notified by the Borrower to the Administrative Agent on or its Subsidiariesprior to the receipt of such Net Cash Proceeds), then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the amount specified above Borrower in writing to the Administrative Agent); and provided, however, that any Net Cash Proceeds not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d2.04(b)(i).

Mandatory. (i) If The Borrower shall, on the Borrower or Business Day following the date of receipt of any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds by any Loan Party or any of its Subsidiaries with respect to any sale, lease, transfer or other disposition of any Term Facility Collateral or any Extraordinary Receipt, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) in excess the case of $5,000,000.00 individuallyNet Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), then to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (xB) with respect to any Net Cash Proceeds (that are not Extraordinary Receipts Proceeds) realized under a sale, transfer or other disposition, at the election of the Borrower shall promptly notify (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition sale, transfer or Event of Loss (including the amount of the estimated Net Cash Proceeds to other disposition), and so long as no Default shall have occurred and be received by continuing, the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower may reinvest all or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess operating assets so long as within 180 days after the receipt of the amount specified above such Net Cash Proceeds, such reinvestment shall have been consummated; and provided, further, however, that any Net Cash Proceeds not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to by the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds conclusion of such Disposition or Event of Loss that reinvestment period shall on the Borrower or its Subsidiary intends to invest or reinvest shall following Business Day be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to prepayment of Loans as set forth in this Section 2.8(d2.05(b)(i).; and (C) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the Cxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “Cxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Chemtura (Term Loan) Credit Agreement 37

Mandatory. (i) If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallyLoss, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such any Restricted Subsidiary in respect thereof) and and, within five (y5) promptly upon Business Days after the receipt by the Borrower or the Subsidiary of the such Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay first, the Obligations relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (x) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (y) other than during the Basket Suspension Period, in the case of each any Disposition and or Event of LossLoss not covered by clause (x) above, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then existshas occurred and is continuing, if the Borrower shall not be required to make a mandatory prepayment under this Section in respect of (A) actually reinvests such Net Cash Proceeds Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually invested reinvested in such assets or reinvested(B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, or that the Borrower or a Restricted Subsidiary has entered into a binding contract committed to so invest or reinvest such Net Cash Proceeds during in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such 180-day periodNet Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 18012-day month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay first, the Obligations relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in the amount of such Net Cash Proceeds in excess of the amount specified applicable $2,500,000 basket described above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the relevant outstanding Term A Loans and Revolving Loans (with a permanent reduction of the relevant Revolving Credit Commitments) in accordance with this Section 1.9 until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)full.

Mandatory. (i) If In the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) event and on each date that the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the aggregate amount of the estimated Net Cash Proceeds Revolving Exposures exceeds an amount equal to be received by (A) the Borrower or lesser of (1) the aggregate Commitments at such Subsidiary in respect thereoftime, (2) the Borrowing Base at such time and (y3) promptly upon receipt by the Borrower or Facilities Reduction Amount at such time, minus (B) the Subsidiary of Availability Block, plus (C) the Net Cash Proceeds of Overadvance Maximum Amount at such Disposition or time, plus (D) the Special Agent Loan Maximum Amount at such Event of Losstime, the Borrower shall repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and, after all Revolving Borrowings and Swingline Loans have been repaid in full, deposit cash collateral in an account with the Obligations Administrative Agent pursuant to Section 2.03(l), in an aggregate amount equal to 100% of such excess. Notwithstanding the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that foregoing, in the case of each Disposition and Event any repayment or prepayment required to be made pursuant to this paragraph due to (x) a reduction by the Administrative Agent of Lossthe Overadvance Maximum Amount or the Special Agent Loan Maximum Amount or (y) the Borrowing Base in effect at any time, if as determined by the Administrative Agent, being less than the amount set forth as the “Borrowing Base” in the Borrowing Base Certificate most recently delivered by the Borrower states prior to such time pursuant to Section 2.15(a), 4.01(a)(xi) or 6.17(a) (other than, in its notice the case of clause (y), as a result of any Designated Subsidiary ceasing to be such event that the Borrower pursuant to Section 2.15(b) or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days consummation of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then existsany Disposition), the Borrower shall not be required to make a mandatory any repayment or prepayment under pursuant to this Section in respect paragraph until the fifth Business Day after the date of notice of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvestedreduction, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day perioddeficiency, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If by the Administrative Agent Agent. Any repayment or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations prepayment made pursuant to this Section 2.8(d)paragraph shall not, in itself, result in a reduction of any Commitment.

Mandatory. Subject to Section 2.07(h), (i) If the Borrower if any Loan Party or any Subsidiary shall at of its Subsidiaries disposes of any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then property (other than (x) the Borrower shall promptly notify the Administrative Agent any Disposition of such Disposition or Event of Loss any property permitted by Section 7.05 (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect other than clauseclauses (d) and (f) thereof) and (y) promptly upon receipt any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by the Borrower or the Subsidiary Loan Parties and their respective Subsidiaries of the Net Cash Proceeds in the aggregate for all such dispositions in excess of such Disposition or such Event of Loss$50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Borrower Borrowers shall prepay the Obligations in an aggregate principal amount of Term Loans equal to 100% of the amount of all such Net Cash Proceeds (to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds realized, at the amount specified above; provided that in election of either the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the US Borrower or the applicable Subsidiary intends European Borrower (as notified by such Borrower to invest the Administrative Agent on or reinvestprior to the date of such disposition), as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested Loan Party or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess operating assets so long as, within 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the date of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately subject to prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.05(b)(i).

Mandatory. (i) If For any Excess Cash Flow Period, within ten Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Parent Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Excess Cash Flow Period, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans, in each case, made during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made (excluding prepayments at a discount to par and open market purchases) (except prepayments of Loans under any Revolving Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Tranches), in each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any Subsidiary other long-term Indebtedness and (2) any amount not required to be applied to such prepayment pursuant to Section 2.05(b)(viii) or (ix); provided that such percentage in respect of any Excess Cash Flow Period shall at be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.00:1.00 or 3.50:1.00, respectively; provided, further, that no prepayment shall be required with respect to any time Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to or from time less than $1,000,000 (and for such period such prepayment shall be limited to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds the amount in excess of $5,000,000.00 individually1,000,000); provided, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossfurther, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Lossthat, if the Borrower states Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any Excess Cash Flow prepayment would result in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days percentage in respect of the applicable Disposition Excess Cash Flow Period being reduced to 25% or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries0%, then so long as no Event of Default then exists, such reduced percentage applicable to the Borrower shall not be Excess Cash Flow prepayment required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower be made shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)apply.

Mandatory. prepayment The Borrower must apply the following amounts in prepayment of the Loans, and payment of prepayment fees and other amounts referred to in paragraph (ib) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then Clause 7.6 (xRestrictions) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss upon receipt: (including a) the amount of Compensation Prepayment Proceeds except for the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) Excluded Compensation Proceeds; and (yb) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess Ground Lease Prepayment Proceeds. 7.4 Voluntary cancellation The Borrower may, if it gives the Lender not less than 30 Business Days' prior notice, cancel the whole or any part (being a minimum amount of U.S.$5,000,000) of the amount specified above; provided that in the case Available Commitment. 7.5 Voluntary prepayment of each Disposition and Event of LossLoans The Borrower may, if it gives the Borrower states Lender not less than three Business Days' prior notice, prepay the whole or any part of a Loan (but, if in its part, being an amount that reduces the Loan by a minimum amount of U.S.$1,000,000). 7.6 Restrictions (a) Any notice of such event cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the Borrower amount prepaid and, subject to any Break Costs, without premium or the applicable Subsidiary intends to invest or reinvestpenalty. (c) Unless a contrary indication appears in this Agreement, as applicable, within 180 days any part of the applicable Disposition or receipt Facility which is prepaid in accordance with Clause 7.5 (Voluntary prepayment of Net Cash Proceeds from an Event Loans), and not cancelled in accordance with Clause 7.4 (Voluntary cancellation), may be reborrowed in accordance with the terms of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the this Agreement. (d) The Borrower shall not be required to make a mandatory prepayment repay or prepay all or any part of the Loans or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Commitment cancelled under this Section in respect Agreement may be subsequently reinstated. (f) If all or part of such Net Cash Proceeds a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitment (equal to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).amount

Mandatory. (i) If the Borrower or any Subsidiary shall at of its Restricted Subsidiaries receives Net Cash Proceeds in excess of $5,000,000 from any time or from time to time make a Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Borrower shall, subject to clause (iii) below, prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (vii) below); provided, however, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower, and so long as no Default shall suffer an have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent on or prior to the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated; provided, however, that in the case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the event the Borrower or such Restricted Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the laws of any political subdivision of the United States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Loss resulting Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Caesar, the Express or the Ingleside, Texas spoolbase located at 2000 Xxxxxx X, Xxxxxxxxx, Xxxxx (and ancillary equipment with respect thereto) shall not be required to be reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $5,000,000.00 individually25,000,000, then (x) the Borrower shall promptly notify the Administrative Agent thereof on or prior to the date of such the applicable Asset Disposition or Event of Loss (including promptly following the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event date that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an has actual knowledge that a Recovery Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)occurred.

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower Restricted Group makes any Asset Disposition that results in the realization or receipt by any member of the Restricted Group of Net Available Cash, the Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that, at the option of the Borrowers, all or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary portion of the Net Available Cash Proceeds of such received in connection with an Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets may be used or useful in the business of the Borrower Restricted Group, including to make acquisitions, investments, capital expenditures or its Subsidiariesoperational expenditures, then so long as no Event in each case within 12 months of Default then existssuch receipt, the Borrower and such proceeds shall not be required to make be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period) (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a mandatory pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower 2.05(b)(i) shall promptly prepay the Obligations in be required where the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each any such prepayment shall would be applied first to less than the outstanding Term A Loans until paid in full greater of $45.0 million and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds 3.0% of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Total Assets.

Mandatory. (i) If the Borrower or any Restricted Subsidiary shall at Disposes of any time property or from time to time make a assets in reliance upon clause (x) of Section 7.04 (other than Merger Agreement Dispositions), any Material Disposition occurs or shall suffer an any Casualty Event occurs, that, in either case, results in the realization or receipt by the Borrower or such Restricted Subsidiary of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually25 million, then then, subject to clause (xvi) below, the Borrower shall promptly notify cause to be prepaid on or prior to the Administrative Agent of such Disposition or Event of Loss (including date which is 10 Business Days after the amount date of the estimated Net Cash Proceeds to be received by the Borrower realization or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Restricted Subsidiary of the such Net Cash Proceeds an aggregate amount of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Term Loans in an aggregate amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to prepay or to offer to prepay or repurchase any other Indebtedness then outstanding that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be prepaid, offered to be so prepaid or repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net 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; provided, that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of all 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 Proceeds shall be allocated to the Term Loans in excess 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 specified aboveof prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid (after giving effect to any requirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the declined amount shall promptly (and in any event within 10 Business Days after the case date of each such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided further, that, except with respect to a Material Disposition and Event of Loss, if (for which the Borrower states in and its notice of such event that Restricted Subsidiaries shall not have reinvestment rights) or a Merger Agreement Disposition (for which the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or and its Subsidiaries, then so long as no Event of Default then exists, the Borrower Restricted Subsidiaries shall not be required to make a mandatory prepayment any prepayments under this Section in 2.05(b)(i), no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such portion of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or that the Borrower or a the relevant Restricted Subsidiary has shall have reinvested or entered into a binding contract commitment to so invest reinvest or otherwise determined or may determine to reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such (as set forth in a binding contract entered into, notice from the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent to be delivered on or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied prior to the Obligations pursuant to this Section 2.8(ddate which is 10 Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby.

Mandatory. (i) If No later than the earlier of (x) one hundred five (105) days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2011, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause outstanding Loans to be prepaid in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year (or, in the case of the fiscal year ending on December 31, 2011, for the period from July 1, 2011 through December 31, 2011) minus (B) the aggregate amount of voluntary prepayments of Loans made pursuant to Section 2.05(a) during such fiscal year to the extent made with internally generated funds (but, in the case of a voluntary prepayment of Revolving Credit Loans or Swing Line Loans, only to the extent accompanied by a corresponding permanent reduction to the Aggregate Revolving Credit Commitments); provided, that if on the date of any Subsidiary mandatory prepayment required by this Section 2.05(b)(i) the Borrower maintains Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided, however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time or from time to time make a Disposition or thereafter the Liquidity shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including exceed the amount of the estimated Net Cash Proceeds Manager Reserves, the Borrower shall cause outstanding Loans to be received by prepaid in an amount equal to the Borrower or lesser of (x) such Subsidiary in respect thereof) excess at such time and (y) promptly upon receipt by the Borrower or remainder of (i) the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment prepayments under this Section in respect 2.05(b)(i) reduced by operation of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or preceding proviso less (ii) the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the aggregate amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations mandatory prepayments made pursuant to this Section 2.8(d)further proviso.

Mandatory. (i) If the Borrower or any Subsidiary shall Administrative Agent notifies the Borrowers at any time or from that the Total Outstandings at such time exceed an amount equal to time make a Disposition or shall suffer an Event 105% of Loss resulting the Aggregate Commitments then in Net Cash Proceeds in excess of $5,000,000.00 individuallyeffect, then then, within two (x2) the Borrower shall promptly notify the Administrative Agent Business Days after receipt of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossnotice, the Borrower Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. If the Company or any of its Subsidiaries Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in excess clause (b)(v) below). Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each case pursuant to a capital markets transaction or any substitutions thereof, after the Amendment No. 6 Closing Date, the Borrowers shall prepay an aggregate principal amount specified above; provided that of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). 63 89826417_6 Upon the sale or issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 6 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of this Section 2.05(b) shall be applied (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, on the last day of each March, June, September and December and (y) in all other cases, promptly (but in any event within 30 days upon such receipt of proceeds), to prepay on a pro rata basis based on outstanding balances under each of this Agreement, the Existing Revolving Credit Agreement, the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the fiscal quarter immediately preceding such Disposition and Event or incurrence of Loss, if the Borrower states in its notice Indebtedness or issuance of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestCapital Stock, as applicable, within 180 days (A) first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the Existing 2015 Term Loan Credit Agreement have been satisfied in full, Loans outstanding hereunder and under the Existing Revolving Credit Agreement (on a pro rata basis), on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the holders of the applicable Disposition or receipt NPA Notes (after giving effect to all offers of Net Cash Proceeds from an Event of Loss, such proceeds to the Net Cash Proceeds thereof in assets used or useful in the business other holders of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment NPA Notes) shall be applied first used to the outstanding Term A Loans until paid prepay Indebtedness in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(daccordance with subsection (A).

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any Subsidiary prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall at any time be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or from time prior to time make such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a Disposition or shall suffer an Event portion of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with ‎Section 2.06(b)(i)(B) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or which election may only be made if no Specified Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofDefault has occurred and is then continuing) and (y) promptly upon receipt by if at the time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Subsidiary Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Event Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of Lossthe aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the Borrower portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall prepay the Obligations in an aggregate amount equal to 100% of not exceed the amount of all such Net Cash Applicable Asset Sale Proceeds in excess of required to be allocated to the amount specified above; provided that in Other Applicable Indebtedness pursuant to the case of each Disposition terms thereof, and Event of Lossthe remaining amount, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestany, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this ‎‎Section 2.06(b)(i) shall be reduced accordingly and (y) to the extent the holders of Other Applicable Indebtedness decline to have such Net Cash Proceeds are actually invested indebtedness repurchased or reinvestedprepaid, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly declined amount shall promptly (and in any event within ten (10) Business Days after the end date of such 180-day period, rejection) be applied to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations Initial Term Loans in accordance with the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).terms hereof;

Mandatory. (i) If If, with respect to any Eurocurrency Rate Advances, any Lender notifies the Administrative Agent that (i) such Lender is unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing denominated in Dollars or the third Business Day before the making of a Borrowing denominated in any Committed Currency in sufficient amounts to fund such Lender’s Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lender of making, funding or maintaining such Lender’s Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the applicable Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event and the Lenders, whereupon (A) such Borrower will, on the last day of Loss resulting the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Net Cash Proceeds in excess of $5,000,000.00 individuallyDollars, then either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the Borrower obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall promptly notify be suspended until the Administrative Agent of shall notify the Company and the Lenders that the circumstances causing such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified abovesuspension no longer exist; provided that in the case of each Disposition and Event of Lossthat, if the Borrower states circumstances set forth in its notice of such event that the Borrower or clause (ii) above are applicable, the applicable Subsidiary intends Borrower may elect, by notice to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or and the Required Lenders so requestLenders, all proceeds to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Disposition or Event Lender (expressed as a rate per annum) of Loss that the Borrower or funding its Subsidiary intends Eurocurrency Rate Advances by whatever means it reasonably determines to invest or reinvest be appropriate. Each such Lender shall be maintained in operating accounts at certify its cost of funds for each Interest Period to the Administrative Agent or its Affiliates until invested, reinvested or applied to and the Obligations pursuant to this Section 2.8(dapplicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).

Mandatory. (i) If the Borrower receives any Net Proceeds from Asset Sales or any Subsidiary Recovery Event, such amounts shall at any time or be used to prepay the Loan within five (5) Business Days of the receipt thereof to the extent required by Section 7.08; provided that an aggregate amount of Net Proceeds from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds Asset Sales not in excess of $5,000,000.00 individually5.0 million from all Asset Sales may be retained by the Borrower and shall not be required to be applied to the repayment of the Loan; provided, then further, that any Net Proceeds received from (x) the Borrower a Weekly Reader Sale shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds not be required to be received used to prepay the Loan (subject to Section 7.08(a)(iv)) and may be reinvested by the Borrower or such Subsidiary any Guarantor in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, Reinvestment Assets within 180 days of the applicable Disposition or receipt date of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then such Weekly Reader Sale so long as no any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or before the 181st day after such Weekly Reader Sale or (y) any Recovery Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds be used to prepay the extent such Net Cash Proceeds are actually invested or reinvested, or Loan and may be reinvested by the Borrower or a Subsidiary has entered into a binding contract to any Guarantor in Reinvestment Assets within 90 days of the date of such Recovery Event so invest or reinvest long as any such Net Cash Proceeds during that are not so reinvested within such 180-time period shall be used to prepay the Loan (subject to Section 7.08(a)(iv)) on or before the 91st day periodafter such Recovery Event. Promptly after Any such payment shall be accompanied by payment of the end applicable Yield Maintenance Amount required pursuant to Section 2.08. (ii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to this Section 2.04(b) at least three (3) Business Days prior to the date of such 180-day period, to prepayment. Each such notice shall specify the extent date of such Net Cash Proceeds have not been so invested or reinvested or such prepayment and provide a binding contract entered into, the Borrower shall promptly prepay the Obligations in reasonably detailed calculation of the amount of such Net Cash Proceeds in excess prepayment. The Administrative Agent will promptly notify each Lender of the amount specified above not so invested or reinvested or subject to such binding contract. The amount contents of each such the Borrower’s prepayment shall be applied first to the outstanding Term A Loans until paid in full notice and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event Lender’s Pro Rata Share of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)prepayment.

Mandatory. (i) If the Borrower any Loan Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallywith respect to any Property, then (x) the Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower applicable Loan Party or such Subsidiary in respect thereof) and (y) and, promptly upon receipt by the Borrower applicable Loan Party or the such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Loan Parties not exceeding $1,000,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each any Disposition and not covered by clause (y) above, so long as no Default or Event of LossDefault then exists, if the Borrower Representative states in its notice of such event that the Borrower applicable Loan Party or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossDisposition, the Net Cash Proceeds thereof in assets used or useful in similar to the business of the Borrower or its Subsidiariesassets which were subject to such Disposition, then so long as no Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower Representative shall notify the Administrative Agent whether the applicable Loan Party or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied applied, first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Acquisition Loans until paid in full and then to the Revolving Loans until paid Credit (without a concomitant reduction in full and then to the Swing LoansRevolving Credit Commitments). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent (or its Affiliates until investedagent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower Representative’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If In the event, and on each occasion, that any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary shall at of its Subsidiaries in respect of any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Prepayment Event, the Borrower shall, within five Business Days after such Net Cash Proceeds are received (or, in excess the case of $5,000,000.00 individuallya Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, then (x) on or before the Borrower shall promptly notify next succeeding Business Day following the Administrative Agent occurrence of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossPrepayment Event), the Borrower shall prepay the Obligations Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in excess of the amount specified aboveclause (ii) below); provided that that, in the case of each Disposition any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and Event be continuing and notice of Lossthe intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower states in and/or any of its notice of such event that Subsidiaries invests (or commits to invest) the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event such event (or a portion thereof) within 365 days after receipt of Loss, the such Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or and its Subsidiaries, then so long as no Event of Default then exists, the Borrower prepayment shall not be required pursuant to make a mandatory prepayment under this Section paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds therefrom that have not been so invested (or reinvested committed to be invested) by the end of such 365-day period (or if committed to be so invested within such a binding contract entered into365-day period, have not been so invested within 18 months after the Borrower shall promptly prepay the Obligations in the amount date of receipt of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such Proceeds), at which time a prepayment shall be applied first required in an amount equal to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders such Net Cash Proceeds that have not been so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).

Mandatory. (i) If the Borrower any Loan Party or any Subsidiary shall at of its Subsidiaries Disposes of any time property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), or from time to time make a Disposition or shall suffer an Event (g)) which results in the realization by such Person of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized in connection with a Disposition described in this Section 2.05(b)(i), so long as no Event of Default shall have occurred and be continuing at any time during either 270 day period referred to below, at the amount election of the Borrower made in good faith (as notified in writing by the Borrower to the Administrative Agent prior to the date a mandatory prepayment of the Loans would otherwise be required hereunder), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets (other than current assets) used or useful in the business of the Borrower or its Subsidiaries, then any Loan Party so long as no Event within 270 days after the receipt of Default then existssuch Net Cash Proceeds, such Loan Party or such Subsidiary shall have either made such reinvestment or entered into a binding agreement to make such reinvestment and, if such binding agreement is entered into within such 270 day period, such reinvestment actually occurs within 270 days following the date such Loan Party or such Subsidiary entered into such binding agreement; and provided further, however, that if any Net Cash Proceeds are not so reinvested in accordance with the terms hereof, the Borrower shall not be required prepay an aggregate principal amount of Loans equal to make a mandatory prepayment under this Section in respect 100% of such uninvested Net Cash Proceeds to within two (2) Business Days following the extent such Net Cash Proceeds are actually invested or reinvested, or expiration of the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-initial 270 day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such or, if a binding contract agreement was entered intointo during such initial period, the Borrower shall promptly prepay the Obligations in the amount of next 270 day period (such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject prepayments to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(dclauses (vi) below).

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually5,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable a Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used similar to the assets which were subject to such Disposition or useful in the business Event of the Borrower or its SubsidiariesLoss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during similar assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Loans (or all outstanding Loans and L/C Obligations if an Event of Default exists) in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loansreinvested. If the Borrower has not prepaid the Loans with the Net Cash Proceeds received as described in clause (i) above and if the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or its Affiliates until investedEvent of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If the Borrower or any Subsidiary Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallywith respect to any Property, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary Guarantor in respect thereof) and (y) and, promptly upon receipt by the Borrower or the Subsidiary such Guarantor of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each any Disposition and not covered by clause (y) above, so long as no Default or Event of LossDefault then exists, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary relevant Guarantor intends to invest or reinvest, as applicable, within 180 120 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossDisposition, the Net Cash Proceeds thereof in assets used or useful in similar to the business of the Borrower or its Subsidiariesassets which were subject to such Disposition, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during similar assets with such 180120-day period. Promptly after the end of such 180120-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Guarantor has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied applied, first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing LoansCredit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent (or its Affiliates until investedagent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If the Borrower any Loan Party or any Subsidiary shall at of its Subsidiaries Disposes of any time or from time property pursuant to time make a Disposition or shall suffer an Event of Loss resulting Section 7.05(b)) and, in Net Cash Proceeds in excess of $5,000,000.00 individuallyconnection therewith, then (x) is required to prepay the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the outstanding principal amount of the estimated Net Cash Proceeds Loans, the Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to be received by the Borrower or limitations set forth herein) equal to 100% of such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition so required to be applied to the prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (5) Business Days after the date of receipt thereof by such Event of LossPerson (such prepayments to be applied as set forth in clause (ii) below); provided, the Borrower shall prepay the Obligations in an aggregate amount equal however, that, with respect to 100% of the amount of all such any Net Cash Proceeds realized under a Disposition described in excess this Section 2.05(b)(i), at the election of the amount specified above; provided that in Borrowers (as notified by the case of each Disposition and Event of Loss, if Administrative Borrower to the Borrower states in its notice Administrative Agent on or prior to the date of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestDisposition), as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested Loan Party or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess assets useful for its business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the amount specified above Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so invested or reinvested or subject to within such binding contract. The amount of each such prepayment 365 day period shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or promptly applied to the Obligations prepayment of the Loans as set forth in Section 2.05(b)(ii). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.8(d)2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary.

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any Subsidiary of its Subsidiaries (other than any Excluded Joint Venture) in respect of its property or assets in excess of either (A) $2,500,000 for any one event or series of related events or (B) $5,000,000 in the aggregate during any fiscal year (without regard to the size of any one event or series of related events pursuant to (A) above), the Borrower shall at any time or from time prepay an aggregate principal amount of Loans equal to time make a Disposition or shall suffer an Event 100% of Loss resulting in all Net Cash Proceeds in excess thereof received therefrom within five Business Days after the date of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in respect thereofclause (iii) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified abovebelow); provided that in the case of each Disposition so long as no Default shall have occurred and Event of Lossbe continuing, (A) if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, reinvest the Net Cash Proceeds thereof in assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower or its Subsidiariesreceives such Net Cash Proceeds, then so long as no Event of Default then exists, (B) if the Borrower shall not have delivered such notice, the Net Cash Proceeds thereof may be required to make a mandatory prepayment under this Section in respect reinvested within 12 months after the receipt of such Net Cash Proceeds to the extent (provided that if such Net Cash Proceeds are actually invested or reinvested, or reinvestment is not completed within 12 months after such date of receipt but the Borrower or a Subsidiary has shall have entered into a binding contract commitment to so invest reinvest, the Borrower shall have an additional six months to complete such reinvestment or reinvest prepay Loans) and (C) within 10 days of the date the Borrower consummates such Net Cash Proceeds during such 180-day period. Promptly after the end reinvestment or restoration, repair or replacement or purchase, it shall deliver a certificate of such 180-day period, a Responsible Officer to the extent Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have not been so invested or reinvested or such in accordance with the proviso of this Section 2.05(b)(i) and, as a binding contract entered intoresult, the Borrower no mandatory prepayments shall promptly prepay the Obligations in the amount of such be required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to at the end of such binding contract. The amount of each such prepayment period shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d)2.05.

Mandatory. (i) If the Borrower Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05(a) through (i), (l) or (m)) which in the aggregate results in the realization by Holdings or such Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds (determined as of the date of consummation of such Disposition, whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary, but with the amount of any such Net Cash Proceeds attributable to any time period after the consummation of such Disposition to be determined by an estimate made in good faith by a Responsible Officer), in excess of the lesser of $5,000,000.00 individually25,000,000 and 10% of Consolidated Net Tangible Assets (as defined in the 2015 Subordinated Notes Indenture), determined as of the last day of the most recent fiscal quarter for which a consolidated balance sheet of Holdings and its Subsidiaries has been prepared as of the date of consummation of such Disposition, in any fiscal year, then (x) the Borrower shall promptly notify prepay, within 360 days of the Administrative Agent date of such Disposition or Event of Loss (including the Disposition, an aggregate principal amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to such date (such prepayments to be applied as set forth in clauses (iii) and (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) (other than Dispositions pursuant to Section 7.05(k)), at the amount option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.05(b)(i), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower fixed or the applicable Subsidiary intends capital assets to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets be used or useful in the business of the Borrower or and its Subsidiaries, then Subsidiaries so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested used or reinvested, or the Borrower or a Subsidiary has entered into a binding contract committed to be so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly used within 12 months after the end of such 180-day period, Disposition giving rise to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoobligations under this Section 2.05(b)(i); provided, further, that with respect to any Disposition permitted by Section 7.05(k), the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject required to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations prepaid pursuant to this Section 2.8(d)2.05(b)(i) shall be 50% of the first $200,000,000 of the Receivables Facility Size thereof and 100% of the Receivables Facility Size thereof in excess of $200,000,000.

Mandatory. On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration or otherwise remit such Net Proceeds to Borrower pursuant to Section 8.5 hereof, Lender shall apply an amount equal to one hundred percent (i100%) If of such Net Proceeds as a prepayment of the Borrower or any Subsidiary shall at any time or from time Debt in an amount up to time make a Disposition or shall suffer an the Release Price associated with the Individual Property (provided that to the extent Net Proceeds are less than such Release Amount, provided there exists no Event of Loss resulting Default, Borrower shall be permitted to prepay the Loan in an amount equal to the remainder of such Release Price in compliance with the requirements of Section 2.6(a) hereof without the payment of any Spread Maintenance Premium) to which such Net Cash Proceeds relate together with any Compensating Interest and any Breakage Costs associated therewith and any other sums due in connection therewith. All Net Proceeds in excess of $5,000,000.00 individually, then such Release Price and Compensating Interest and Breakage Costs associated therewith (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofif any) and any other sums due in connection therewith shall (yi) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossDefault has occurred and is continuing, be held and applied by Lender in accordance with the Net Cash Proceeds thereof in assets used or useful in terms of this Agreement and the business of the Borrower or its Subsidiaries, then so long as other Loan Documents and (ii) if no Event of Default then exists, the Borrower shall not has occurred and is continuing be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day periodapplied as follows: (A) first, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, Mezzanine A Loan up to the Borrower shall promptly prepay Mezzanine A Release Price for the Obligations affected Individual Property (together with any Compensating Interest (as defined in the amount of such Net Cash Proceeds Mezzanine A Loan Agreement) and any Breakage Costs (as defined in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first Mezzanine A Loan Agreement) associated therewith and any other sums due in connection therewith), (B) second, to the outstanding Term A Loans until paid in full and then Mezzanine B Loan up to the outstanding Term Mezzanine B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).Release

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallywith respect to any Property, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) and, promptly upon receipt by the Borrower or the such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Revolving Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of any Disposition of or Event of Loss with respect to assets with a value not exceeding 10% of the aggregate book value of the total consolidated assets of the Borrower and its Subsidiaries immediately prior to such Disposition or Event of Loss so long as no Default or Event of Default then exists, and (z) in the case of each any Disposition and not covered by clause (y) above, so long as no Default or Event of LossDefault then exists, if the Borrower states in its notice of such event that the Borrower or the applicable relevant Subsidiary intends to invest or reinvest, as applicable, within 180 90 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossDisposition, the Net Cash Proceeds thereof in assets used or useful in similar to the business of the Borrower or its Subsidiariesassets which were subject to such Disposition, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during similar assets with such 18090-day period. Promptly after the end of such 18090-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations Revolving Loans in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to on a ratable basis among the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to of the Swing Loansseveral Lenders based on the principal amounts thereof. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent (or its Affiliates until investedagent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower's direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If Subject to Subsection 2.05(b)(vi), in the event, and on each occasion, that any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary shall at of its Subsidiaries in respect of any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Cash Proceeds are received (or, in excess the case of $5,000,000.00 individuallya Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, then (x) on or before the Borrower shall promptly notify next succeeding Business Day following the Administrative Agent occurrence of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossPrepayment Event), the Borrower shall prepay the Obligations Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in excess of the amount specified aboveclause (ii) below); provided that that, in the case of each Disposition any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and Event be continuing and notice of Lossthe intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower states in and/or any of its notice of such event that Subsidiaries invests (or commits to invest) the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event such event (or a portion thereof) within 365 days after receipt of Loss, the such Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or and its Subsidiaries, then so long as no Event of Default then exists, the Borrower prepayment shall not be required pursuant to make a mandatory prepayment under this Section paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds therefrom that have not been so invested (or reinvested committed to be invested) by the end of such 365-day period (or if committed to be so invested within such a binding contract entered into365-day period, have not been so invested within 18 months after the Borrower shall promptly prepay the Obligations in the amount date of receipt of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such Proceeds), at which time a prepayment shall be applied first required in an amount equal to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders such Net Cash Proceeds that have not been so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000.00 individually100,000 individually or $200,000 on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $100,000 individually or $200,000 on a cumulative basis in any fiscal year of the amount specified aboveBorrower; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariesbusiness, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or reinvested as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest Borrower’s notice within such Net Cash Proceeds during such one hundred eighty (180-) day period. Promptly after the end of such one hundred eighty (180-) day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 individually or $200,000 on a cumulative basis in any fiscal year of the amount specified above Borrower not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and full, then to the Revolving Loans until paid in full (without a permanent reduction of the Revolving Commitments), and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or its Affiliates until investedEvent of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. Subject to Section 2.07(gh), (i) If the Borrower if any Loan Party or any Subsidiary shall at of its Subsidiaries disposes of any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then property (other than (x) the Borrower shall promptly notify the Administrative Agent any Disposition of such Disposition or Event of Loss any property permitted by Section 7.05 (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect other than clause (d) and (f) thereof) and (y) promptly upon receipt any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by the Borrower or the Subsidiary Loan Parties and their respective Subsidiaries of the Net Cash Proceeds in the aggregate for all such dispositions in excess of such Disposition or such Event of Loss$50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Borrower Borrowers shall prepay the Obligations in an aggregate principal amount of Term Loans equal to 100% of the amount of all such Net Cash Proceeds (to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds realized, at the amount specified above; provided that in election of either the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the US Borrower or the applicable Subsidiary intends European Borrower (as notified by such Borrower to invest the Administrative Agent on or reinvestprior to the date of such disposition), as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested Loan Party or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess operating assets so long as, within 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the date of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately subject to prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.05(b)(i).

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount any Restricted Subsidiary of the estimated Net Cash Proceeds Borrower Disposes of any property or assets pursuant to be received by the Borrower Section 7.05(i) or such Subsidiary in respect thereof) and (j), or (y) promptly upon any Casualty Event occurs, which results in the realization or receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay cause to be offered to be prepaid in accordance with clause (vii) below, on or prior to the Obligations 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 Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified abovereceived; provided that in if at the case of each Disposition and Event of Loss, if the Borrower states in its notice of time that any such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then existsprepayment would be required, the Borrower shall not be is required to make offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness that is secured on a mandatory prepayment under this Section in respect of pari passu basis with the Obligations, Permitted Ratio Debt that is secured on a pari passu basis with the Obligations, the Secured High Yield Notes or any other Indebtedness outstanding at such Net Cash Proceeds time that is secured by a Lien ranking pari passu with the Obligations pursuant to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess terms of the amount specified above not so invested or reinvested or subject to documentation governing such binding contract. The amount of each such prepayment shall be applied first to Indebtedness with the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all net proceeds of such Disposition or Casualty Event of Loss that (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower or its Subsidiary intends may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided , further that (A) the portion of such net proceeds allocated to invest or reinvest the Other Applicable Indebtedness shall not exceed the amount of such net 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 maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied allocated to the Obligations Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.8(d)2.05(b)(i) shall be reduced accordingly and (B) 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

Mandatory. (ii)If (1) If the Borrower Parent or any Restricted Subsidiary shall at Disposes of any time property or from time to time make a assets (other than any Disposition of any property or shall suffer an assets permitted by ‎Section 7.04 (excluding dispositions permitted by Section ‎7.04(l), ‎(t), ‎(u) and ‎(v)) or (2) any Casualty Event occurs, in each case, that results in the realization or receipt by Parent or such Restricted Subsidiary of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually15 million, then the Borrowers shall cause to be prepaid on or prior to the date which is ten (x10) Business Days after the date of the realization or receipt by Parent, such Borrower shall promptly notify the Administrative Agent or Restricted Subsidiary of such Disposition or Event of Loss (including the Net Proceeds an aggregate amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Term Loans in an aggregate amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the Senior Secured Notes or any Permitted Debt Offering incurred under ‎Section 7.02(b)(xxiii) that is secured on a pari passu basis with the Obligations (or any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net 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; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of all such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that, if Parent or any of its Restricted Subsidiaries intend to use any portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Lossto acquire, if the Borrower states in its notice of such event that the Borrower maintain, develop, construct, improve, upgrade or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in repair assets used or useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the Borrower assets of, or its Subsidiariesall the Equity Interests (other than directors’ qualifying shares) in, then so long as no Event a Person or division or line of Default then existsbusiness of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within twelve (12) months of such receipt, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect apply such portion of such Net Cash Proceeds to prepay the extent Term Loans pursuant to this ‎Section 2.05(b)(i) (it being understood that if any portion of such Net Cash Proceeds are actually invested not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this ‎Section 2.05(b)(i) as of the end of such six (6) month extension, or, if such contract is terminated or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly expires after the end of such 180-day the initial twelve (12) month period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount on date of such Net Cash Proceeds in excess of the amount specified above not so invested termination or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant expiry without giving effect to this Section 2.8(dproviso).

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any Subsidiary prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall at any time be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or from time prior to time make such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a Disposition or shall suffer an Event portion of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with ‎Section 2.06(b)(i)(B) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or which election may only be made if no Specified Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofDefault has occurred and is then continuing) and (y) promptly upon receipt by if at the time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Subsidiary Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Event of LossIndebtedness required to be offered to be so repurchased, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries“Other Applicable Indebtedness”), then so long as no Event of Default then existsthe Borrower, at its election, may apply the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).Applicable 89

Mandatory. (i) If From and after the date of the Initial Loan Borrowing, the Borrower shall prepay outstanding Loans with the Net Cash Proceeds received by the Parent, the Borrower or any Subsidiary of the Borrower from any Mandatory Prepayment Event that occurs on or after the date of the Initial Loan Borrowing. The Borrower shall at any time or from time make such payments to time make a Disposition or shall suffer an Event the Administrative Agent for the account of Loss resulting in the Lenders, within five (5) Business Days after such Net Cash Proceeds are received. In the case of any prepayment made or to be made in excess of $5,000,000.00 individually, then connection with this Section 2.7(b): (xA) the Borrower shall promptly notify deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such Disposition or Event prepayment together with a certificate of Loss (including the amount a Responsible Officer of the estimated Borrower setting forth in reasonable detail the calculation of the Net Cash Proceeds to be received by prepaid; (B) the Borrower or such Subsidiary in respect thereof) and (y) Administrative Agent will promptly upon notify each Lender of its receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event Notice of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% Prepayment and of the amount of such Lender’s Commitment Percentage of such prepayment; (C) the Borrower shall make such prepayment and the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein; (D) any prepayment of a LIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.4; and (E) each such Net Cash Proceeds in excess repayment shall be applied to the applicable Loans of the amount specified above; provided that Lenders in the case accordance with their respective Commitment Percentages. The failure of each Disposition and Event of Loss, if the Borrower states in its notice to make a required repayment under this Section 2.7(b) following the occurrence of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from a Mandatory Prepayment Event shall constitute an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall hereunder. Any Loans that are prepaid may not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)reborrowed.

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually1,000,000 (or the U.S. Dollar Equivalent thereof, if applicable) individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay first, (A) during the Availability Period, the Term Loans, and (B) after the Availability Period, the Term Loans and the Capital Expansion Loans, in each case in the manner specified in Section 1.9(e) hereof until the Term Loans and, if applicable, the Capital Expansion Loans are paid in full and then the Revolving Loans, Swing Loans and L/C Obligations (or all outstanding Loans and L/C Obligations if an Event of Default exists) in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful for use in the business ordinary course of the Borrower Borrower’s or its Subsidiariesthe applicable Subsidiary’s business as then conducted, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during assets with such 180-day period. Promptly after the end of such 180-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such assets, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay (A) during the Availability Period, the Term Loans, and (A) after the Availability Period, the Term Loans and the Capital Expansion Loans, (or in each case all outstanding Loans and L/C Obligations if an Event of Default exists) in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to on a ratable basis among the relevant outstanding Term A Loans until paid Obligations based on the principal amounts (in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing LoansU.S. Dollar Equivalent) thereof. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or its Affiliates until investedEvent of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any Subsidiary shall at of its Subsidiaries (other than any time Excluded Joint Venture) in respect of its property or from time to time make a Disposition or shall suffer an Event assets, after the first $50,000,000 of Loss resulting in Net Cash Proceeds relating to any Extraordinary Receipts in the aggregate since the Restatement Closing Date, and thereafter any amount in excess of $5,000,000.00 individually5,000,000 for any one event or series of related events, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the prepay an aggregate principal amount of the estimated Loans equal to 100% of all Net Cash Proceeds to be received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in respect thereofclause (iii) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified abovebelow); provided that in the case of each Disposition so long as no Default shall have occurred and Event of Lossbe continuing, (A) if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower or its Subsidiariesreceives such Net Cash Proceeds, then (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds thereof may be reinvested so long as no Event of Default then exists, within 12 months after the Borrower shall not be required to make a mandatory prepayment under this Section in respect receipt of such Net Cash Proceeds to such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 12 months after the extent date of receipt of such Net Cash Proceeds are actually invested or reinvested(provided that if the relevant project is not substantially completed within 12 months after such date of receipt, or the Borrower or shall have up to an additional 12 months to complete such project so long as it certifies in a Subsidiary has entered into a binding contract written notice to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end Administrative Agent delivered prior to the expiration of such 18012-day month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the extent Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have not been so invested or reinvested or such in accordance with the proviso of this Section 2.05(b)(i) and, as a binding contract entered intoresult, the Borrower shall promptly prepay the Obligations in the amount of such no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to at the end of such binding contract. The amount of each such prepayment period shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d)2.05.

Mandatory. (i) If The Borrowers shall, if a Cash Dominion Period, has occurred and is continuing, on the Borrower or Business Day following the date of receipt of any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess by any Loan Party or any of $5,000,000.00 individuallyits Restricted Subsidiaries during such Cash Dominion Period, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the prepay an aggregate principal amount of the estimated Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds to be received by unless and until the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of (excluding Net Cash Proceeds from an Event of Loss, Extraordinary Receipts) that have not theretofore been applied to prepay the Net Cash Proceeds thereof in assets used or useful in Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect of hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), (D) or (E) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such (excluding Net Cash Proceeds during such 180-day period. Promptly after from Extraordinary Receipts) received by the end Loan Parties and their Restricted Subsidiaries shall exceed $10,000,000, only 75% of such 180-day periodexcess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Restricted Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, (D) in the case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder and (E) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the Cxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Restricted Subsidiaries for funding the settlement fund described in the definition of “Cxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Notwithstanding the foregoing, (x) Net Cash Proceeds have attributable to the assets of the Foreign Borrower or the Swiss Guarantor or any CFC shall not been so invested or reinvested or such a binding contract entered into, be required under this Section 2.07(b) to be applied to any repayment in respect of the Borrower shall promptly prepay the Obligations in the amount of such US Revolving Credit Facility and (y) Net Cash Proceeds in excess attributable to the assets of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment US Loan Parties shall be applied first to the outstanding Term A Loans until paid US Revolving Credit Facility as set forth in full and then clause (iv) below, second, if required under Section 2.03(g), deposited in the US L/C Cash Collateral Account, third, to the outstanding Term B Loans until paid Foreign Revolving Credit Facility as set forth in full and then to clause (iv) below, fourth, if required under Section 2.21(g), deposited in the Foreign L/C Cash Collateral Account. 77 Chemtura (Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).Facility) Credit Agreement

Mandatory. (i) If the Borrower or any Subsidiary of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall at any time or from time prepay an aggregate principal amount of Term A Loans equal to time make a Disposition or shall suffer an Event 100% of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually(or, then (x) if the Borrower shall promptly notify or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Administrative Agent Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Event Casualty Event, then such lesser percentage of Loss (including the amount of the estimated such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after actual receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided, however, that with respect to any such Net Cash Proceeds actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary in respect thereof(x) and (y) promptly upon receipt by the Borrower may reinvest all or the Subsidiary any portion of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided assets that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets are used or useful in the business of the Borrower or and its Subsidiaries, then Subsidiaries so long as no Event of Default then exists, within 12 months after the Borrower shall not be required to make a mandatory prepayment under this Section in respect actual receipt of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested reinvestment shall have been completed or reinvested, or the Borrower or a Subsidiary has entered (y) may enter into a binding contract commitment to so invest reinvest all or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess such assets so long as such binding commitment is entered into within 12 months after the actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment immediately preceding proviso shall be promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied first to the outstanding prepayment of the Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.05(b)(i).

Mandatory. (i) If the Borrower (1) Parent or any Restricted Subsidiary shall at Disposes of any time property or from time to time make a assets (other than any Disposition of any property or shall suffer an assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(l), (t), (u) and (v)) or (2) any Casualty Event occurs, in each case, that results in the realization or receipt by Parent or such Restricted Subsidiary of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually15 million, then the Borrowers shall cause to be prepaid on or prior to the date which is ten (x10) Business Days after the date of the realization or receipt by Parent, such Borrower shall promptly notify the Administrative Agent or Restricted Subsidiary of such Disposition or Event of Loss (including the Net Proceeds an aggregate amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Term Loans in an aggregate amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the Senior Secured Notes or any Permitted Debt Offering incurred under Section 7.02(b)(xxiii) that is secured on a pari passu basis with the Obligations (or any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net 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; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of all such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that, if Parent or any of its Restricted Subsidiaries intend to use any portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Lossto acquire, if the Borrower states in its notice of such event that the Borrower maintain, develop, construct, improve, upgrade or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in repair assets used or useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the Borrower assets of, or its Subsidiariesall the Equity Interests (other than directors’ qualifying shares) in, then so long as no Event a Person or division or line of Default then existsbusiness of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within twelve (12) months of such receipt, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect apply such portion of such Net Cash Proceeds to prepay the extent Term Loans pursuant to this Section 2.05(b)(i) (it being understood that if any portion of such Net Cash Proceeds are actually invested not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this Section 2.05(b)(i) as of the end of such six (6) month extension, or, if such contract is terminated or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly expires after the end of such 180-day the initial twelve (12) month period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount on date of such Net Cash Proceeds in excess of the amount specified above not so invested termination or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant expiry without giving effect to this Section 2.8(dproviso).

Mandatory. (i) If the Borrower any Credit Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually500,000 individually or on a cumulative basis in any fiscal year of Credit Parties, then (x) the Borrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower such Credit Party or such Subsidiary in respect thereof) and (y) promptly (and in any event within five (5) Business Days) upon receipt by the Borrower any Credit Party or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above$500,000; provided that in the case of each Disposition and Event of Loss, if the Borrower Representative states in its notice of such event that the Borrower applicable Credit Party or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariessimilar like-kind assets, then so long as no Default or Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are either (x) actually invested or reinvested or (y) committed to be invested or reinvested, or the in each case as described in Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during Representative’s notice with such 180-day period. Promptly after the end of such 180-day period, Borrower Representative shall notify the Agent whether such Credit Party or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the amounts outstanding under each of Term A Loans Loan A-1 and Term Loan A-2 in equal amounts until paid in full and (applied on a pro rata basis over the remaining principal amortization payments thereof), and, then to (in the outstanding Term B Loans until paid order determined by Agent but without a reduction in full and then to Revolving Credit Commitments) the Revolving Loans until paid in full and then to the Loans, Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Reimbursement Obligations.

Mandatory. (ii)(A) If (1) any Restricted Company Disposes of any property or assets pursuant to Section 7.05(l)(ii), 7.05(q), 7.05(s), 7.05(t) or 7.05(u) or (2) any Casualty Event occurs, which in the Borrower aggregate results in the realization or receipt by any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event Restricted Company of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary 5,000,000 in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossany fiscal year, the Borrower shall prepay cause to be prepaid on or prior to the Obligations date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an aggregate amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the amount Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and accordance with Section 2.06(b)(i)(B) (which election may only be made if no Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends Default has occurred and is then continuing); (B) With respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an realized or received with respect to any Disposition or any Casualty Event of Lossrequired to be applied in accordance with Section 2.06(b)(i)(A), at the Net Cash Proceeds thereof in assets used or useful in the business option of the Borrower or its SubsidiariesBorrower, then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested may reinvest all or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess the acquisition, improvement or maintenance of assets useful in the operations of the Restricted Companies within (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a contract to reinvest such Net Cash Proceeds within such 12 month period following receipt thereof, 18 months following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election or are not so reinvested during 43 such 12 month period or 18 month period, as applicable, an amount equal to any such Net Cash Proceeds shall within ten Business Days be applied to the prepayment of the Term Loans as set forth in this Section 2.06. (ii)If any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds. (iii)Commencing with the fiscal year ending December 31, 2016, within ten Business Days after financial statements have been or are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of the Initial Term Loans and any other Term Loans then subject to ratable prepayment requirements in accordance with Section 2.06(b)(iv) in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) the amount of any prepayments of the Term Loans made pursuant to Section 2.06(a) during the fiscal year covered by such financial statements and (2) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.07(a) in connection therewith (and solely to the extent of the amount specified above not so invested or reinvested or subject to of such binding contract. The reduction), the amount of any prepayments of the Revolving Credit Loans made pursuant to Section 2.06(a) during the fiscal year covered by such financial statements, in the case of each of clause (1) and clause (2), except to the extent such prepayments were financed with the proceeds of long-term Indebtedness; provided that such percentage shall be reduced to (x) 25% if the First Lien Leverage Ratio as of the end of such fiscal year was equal to or less than 3.25:1.00 and greater than 3.00:1.00 and (y) 0% if the First Lien Leverage Ratio as of the end of such fiscal year was equal to or less than 3.00:1.00. (iv)Except as otherwise provided in any Commitment Increase and Joinder Agreement, Refinancing Amendment or Extension Amendment, in each case with respect to the Term Loans covered thereby, each prepayment of Term Loans pursuant to this Section 2.06(b) shall be applied ratably to each Tranche of the Term Loans and in direct order of maturities to the principal repayment installments of the Term Loans that are due after the date of such prepayment. Each such prepayment shall be applied first paid to the outstanding Term A Loans until paid Lenders in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loansaccordance with their respective Pro Rata Shares. If (v)The Borrower shall notify the Administrative Agent or in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii) and (iii) of this Section 2.06(b) at least (A) in the Required Lenders so requestcase of the prepayment of Term Loans which are Base Rate Loans, all proceeds one Business Day and (B) in the case of prepayments of Term Loans which are Eurodollar Rate Loans, three Business Days, in each case prior to the date of such Disposition or Event prepayment. Each such notice shall specify the date of Loss that such prepayment and provide a reasonably detailed calculation of the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the amount of such prepayment. The Administrative Agent or its Affiliates until invested, reinvested or applied to will promptly notify each Appropriate Lender of the Obligations pursuant to this Section 2.8(d)contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

Mandatory. (i) If Holdings, the Borrower or any Subsidiary shall at of their respective Restricted Subsidiaries Disposes of any time property or from time any Casualty or Condemnation occurs with 50 respect to time make a any of their property (other than any Disposition of, or shall suffer an Event Casualty or Condemnation with respect to, any ABL Priority Collateral) pursuant to Section 7.05(xii), (xvi), (xvii), (xix) or (xxi) which results in the realization by such Person of Loss resulting in aggregate Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent $10,000,000 for a single event or series of such Disposition related events or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss$25,000,000 in any fiscal year, the Borrower shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in excess clause (iii) below); provided, however, that, at the election of the amount specified above; provided that Borrower (as notified by the Borrower in writing to the case of each Administrative Agent upon such Disposition or Casualty or Condemnation), and so long as no Default or Event of LossDefault shall have occurred and be continuing or would result therefrom, if the Borrower states in its notice of such event that Holdings, the Borrower or the applicable Subsidiary intends to invest or reinvestsuch Restricted Subsidiary, as applicable, within 180 days of the applicable Disposition may reinvest all or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess operating assets useful in their business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or Holdings, the Borrower or such Restricted Subsidiary, as applicable, shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that an amount specified above equal to any Net Cash Proceeds not so invested or reinvested or at the end of such 365-day period (or, if subject to such binding contract. The amount agreement at the end of each such prepayment 365-day period, not so reinvested within 180 days after such 365-day period) shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or immediately applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d2.03(b)(i).

Mandatory. (i) If If, with respect to any Eurocurrency Rate Advances, any Lender notifies the Administrative Agent that (i) such Lender is unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing denominated in Dollars or the third Business Day before the making of a Borrowing denominated in any Committed Currency in sufficient amounts to fund such Lender's Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lender of making, funding or maintaining such Lender's Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the applicable Borrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event and the Lenders, whereupon (A) such Borrower will, on the last day of Loss resulting the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Net Cash Proceeds in excess of $5,000,000.00 individuallyDollars, then either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the Borrower obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall promptly notify be suspended until the Administrative Agent of shall notify the Company and the Lenders that the circumstances causing such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified abovesuspension no longer exist; provided that in the case of each Disposition and Event of LossPROVIDED that, if the Borrower states circumstances set forth in its notice of such event that the Borrower or clause (ii) above are applicable, the applicable Subsidiary intends Borrower may elect, by notice to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or and the Required Lenders so requestLenders, all proceeds to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin PLUS, for each Lender, the cost to such Disposition or Event Lender (expressed as a rate per annum) of Loss that the Borrower or funding its Subsidiary intends Eurocurrency Rate Advances by whatever means it reasonably determines to invest or reinvest be appropriate. Each such Lender shall be maintained in operating accounts at certify its cost of funds for each Interest Period to the Administrative Agent or its Affiliates until invested, reinvested or applied to and the Obligations pursuant to this Section 2.8(dapplicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).

Mandatory. (i) If Subject to clause (iv) of this Section 2.03(b), if the Borrower or any Subsidiary shall at of its Restricted Subsidiaries Disposes of any time or from time to time make a property (other than any Disposition or shall suffer an Event permitted under Section 7.05 (other than clause (d) thereof)) which results in the realization by such Person of Loss resulting in Net Cash Proceeds in excess or the Borrower or any of $5,000,000.00 individuallyits Restricted Subsidiaries receives any Net Cash Proceeds of casualty insurance or condemnation awards, then (x) the Borrower shall promptly notify the Administrative Agent prepay an aggregate principal amount of Loans equal to 100% of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be (or in the case of a Restricted Subsidiary that is not directly or indirectly wholly owned by the Borrower, in such lesser amount of Net Cash Proceeds as are actually received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the a wholly owned Restricted Subsidiary of the Net Cash Proceeds Borrower), such prepayment to occur (subject to the provisions below and to clause (iv) of such Disposition or such Event this Section 2.03(b)) within 10 Business Days following receipt of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveby such Person; provided that in the case of each Disposition and Event of Lossprovided, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends however, that, (x) with respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an Event of Lossrealized under a Disposition described in this Section 2.03(b)(i), at the Net Cash Proceeds thereof in assets used or useful in the business election of the Borrower (as notified by the Borrower to the Administrative Agent on or its Subsidiariesprior to the date of such Disposition), then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds to in operating assets provided that, (i) within 180 days after the extent receipt of such Net Cash Proceeds are actually invested or reinvestedProceeds, or the Borrower or a Subsidiary Restricted Subsidiary, as applicable, has entered into a binding contract to so invest or reinvest such reinvested the Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent into operating assets or (ii) where such Net Cash Proceeds have not been so invested or reinvested or within 180 days after the receipt of such a binding contract entered intoNet Cash Proceeds, the Borrower or Restricted Subsidiary shall promptly prepay have entered into a binding agreement for such reinvestment and such reinvestment shall have been consummated within 180 days after entering into such reinvestment agreement (as certified by the Obligations Borrower in writing to the amount Administrative Agent); and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may apply within 180 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in excess respect of which such Net Cash Proceeds were received; and provided that any Net Cash Proceeds referred to above in (x) or (y) to be so reinvested shall be deposited in the Cash Collateral Account pending such reinvestment and, provided, further, that any amount specified referred to above in (x) or (y) which is not so invested or reinvested or subject to such binding contract. The amount of each such prepayment within the time specified therein shall be applied first to the outstanding Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds clause (iv) of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.03(b).

Mandatory. (i) If Not later than the fifth Business Day following the date of receipt by the Borrower or any Subsidiary shall at of any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess respect of $5,000,000.00 individuallyany Prepayment Event (or, then in the case of a Prepayment Event described in clause (xc) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by definition thereof, on the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary date of the Net Cash Proceeds incurrence of such Disposition or such Event of Lossthe applicable Indebtedness), the Borrower shall prepay the Obligations Borrowings in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided, that to the extent such Net Proceeds relate to any property that constitutes ABL Priority Collateral, prepayments of Loans pursuant to this Section 2.05(b)(i) with such Net Proceeds of such property shall only be required to the extent that the Discharge of ABL Obligations (as defined in excess of the amount specified aboveIntercreditor Agreement) has occurred; provided provided, further, that solely in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Borrower may, at least one Business Day prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the effect that the Borrower intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in Collateral consisting of replacement assets used (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) or other non-current assets useful in the business of the Borrower or and its Subsidiaries, then so long in each case, within 365 days after the receipt of such Net Proceeds, and certifying that, as of the date thereof, no Event of Default then existshas occurred and is continuing, in which case during such period the Borrower shall not be required to make a mandatory such prepayment under this Section in respect of such Net Cash Proceeds to the extent of the amount set forth in such certificate; provided further that any such Net Cash Proceeds that are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to not so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after reinvested by the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment period shall be applied first to prepay the outstanding Term A Loans until paid in full and then to promptly upon the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds expiration of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)period.

Mandatory. Subject to the ABL Intercreditor Agreement: (i%4) If (%5) if (x) the Borrower or any of its Restricted Subsidiaries consummate any Asset Sale or (y) any Involuntary Disposition occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess for all such Dispositions that have occurred subsequent to the immediately prior prepayment pursuant to this Section 2.03(b) (or, if there is no such prior prepayment, on or subsequent to the Closing Date) of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss40,000,000, the Borrower shall prepay cause to be prepaid on or prior to the Obligations date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Loans in an aggregate amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.03(b)(i)(A) if, on or prior to such date, the amount Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and accordance with Section 2.03(b)(i)(B) (which election may only be made if no Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends Default has occurred and is then continuing). (%5) with respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an Event of Lossrealized or received with respect to any Disposition, at the Net Cash Proceeds thereof in assets used or useful in the business option of the Borrower or its SubsidiariesBorrower, then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect may use all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business (including for making Acquisitions) within (i) 365 days of the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount receipt of such Net Cash Proceeds in excess or (ii) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business within 365 days after receipt of the amount specified above such Net Cash Proceeds, within 540 days after receipt of such Net Cash Proceeds; provided further that if any Net Cash Proceeds are not so invested used within the time period set forth above in this Section 2.03(b)(i)(B) or reinvested or subject are no longer intended to be so used at any time after delivery of a notice of such binding contract. The election, an amount of each equal to any such prepayment Net Cash Proceeds shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or promptly applied to the Obligations pursuant to prepayment of the Loans as set forth in this Section 2.8(d)2.03.

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallywith respect to any Property, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) and, promptly upon receipt by the Borrower or the such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of each any Disposition and not covered by clause (y) above, so long as no Default or Event of LossDefault then exists, if the Borrower states in its notice of such event that the Borrower or the applicable relevant Subsidiary intends to invest or reinvest, as applicable, within 180 ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossDisposition, the Net Cash Proceeds thereof in assets used or useful in similar to the business of the Borrower or its Subsidiariesassets which were subject to such Disposition, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section subsection in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest reinvested in such Net Cash Proceeds during similar assets with such 18090-day period. Promptly after the end of such 18090-day period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing LoansCredit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent (or its Affiliates until investedagent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrower’s direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If the Borrower Upon receipt by any Loan Party or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in its --------- Subsidiaries of Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossfrom any Asset Disposition, the Borrower shall prepay the Obligations then outstanding Advances in an aggregate amount equal to one-hundred percent (100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect %) of such Net Cash Proceeds payable concurrently with consummation of such Asset Disposition; provided that no such prepayment need be made (1) unless the -------- Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be made in the amount of the entire Asset Disposition) or until the cumulative Net Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of the Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to be exceeded), except that the extent such Net Cash Proceeds are actually invested or reinvested, or terms of this Section shall not be applicable with respect to Asset Dispositions by the Borrower or a any Subsidiary has entered into a binding contract if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to so invest or reinvest the Borrower, the business of the Subsidiaries) within 180 days of such Asset Disposition, provided that any such Net Cash Proceeds during such 180-day period. Promptly after -------- not so reinvested shall be used to prepay the end of such 180-day periodAdvances on the 181st day; provided, however, that with respect to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intofrom the Orpington -------- ------- Sale/Leaseback, the Borrower shall promptly have twenty-four (24) months from the closing of the Orpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), provided, that, if such Net Proceeds from the -------- Orpington Sale/Leaseback are not so reinvested within such twenty-four (24) month period, any such Net Proceeds not so reinvested shall be used to prepay the Obligations in Advances on the amount of such Net Cash Proceeds in excess Business Day immediately succeeding the second anniversary of the amount specified above not so invested or reinvested or subject to such binding contract. The amount closing of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Orpington Sale/Leaseback.

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower Restricted Group makes any Asset Disposition that results in the realization or receipt by any member of the Restricted Group of Net Available Cash, the Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after 95007615_1 the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that, at the option of the Borrowers, all or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary portion of the Net Available Cash Proceeds of such received in connection with an Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets may be used or useful in the business of the Borrower Restricted Group, including to make acquisitions, investments, capital expenditures or its Subsidiariesoperational expenditures, then so long as no Event in each case within 12 months of Default then existssuch receipt, the Borrower and such proceeds shall not be required to make be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of such termination or rescission) (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Term Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a mandatory pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net 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 2.05(b)(i) shall be reduced accordingly; 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 ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower 2.05(b)(i) shall promptly prepay the Obligations in be required where the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each any such prepayment shall would be applied first to less than the outstanding Term A Loans until paid in full greater of $100.0 million and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds 5.0% of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Total Assets.

Mandatory. (i) If the Subject to clause (vii) below, if either Borrower or any Subsidiary shall at any time or from time to time make a or agree to make an Asset Disposition or shall suffer an Event of Loss resulting with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000.00 individually1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower Borrowers shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the such Borrower or the such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrower Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above$1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrower states Borrowers state in its such notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariessimilar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or reinvested as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest Borrowers’ notice within such Net Cash Proceeds during such 180-day twelve (12) month period. Promptly after the end of such 180-day twelve (12) month period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above $1,000,000 not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or its Affiliates until investedEvent of Default exists, reinvested the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or applied at the Borrowers’ direction for application to or reimbursement for the Obligations pursuant to this Section 2.8(d)costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) If In the Borrower or any Subsidiary event that there shall at any time or from time to time make a Disposition or shall suffer be an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallyAsset Disposition, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount respective Commitments of the estimated Net Cash Proceeds to Lenders shall be received reduced ratably by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the net after-tax proceeds of such Asset Disposition. For the purpose of this subsection (b) any net after-tax non-cash proceeds or spin-off shall be valued at (i) the greater of (x) the book value and (y) the fair market value (as determined in good faith by the Board of Directors of PM Companies) of the assets subject to such Asset Disposition, less (ii) the cash proceeds, if any, received as a result of such Asset Disposition. In the event that the purchase price of assets subject to an Asset Disposition is subject to adjustment, as a result of which PM Companies reasonably believes that the proceeds ultimately to be received therefrom will be reduced, then until such time as such adjustment is finalized, for purposes of this subsection (b) the "net after-tax proceeds" shall include only the amount of all those proceeds actually received by PM Companies or any affiliate of PM Companies, less an adjustment reserve in an amount reasonably determined by PM Companies to be equivalent to such Net Cash Proceeds adjustment therein. As soon as such adjustment is finalized, any further reduction in excess the Commitments shall be made as above provided in this subsection (b). Any reduction pursuant to this subsection (b) shall be effective on a date selected by PM Companies but in any event no later than the last day of the amount specified abovecalendar quarter during which the Asset Disposition occurs; provided that any reduction which would be in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower amount less than $50,000,000 shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower made but shall promptly prepay the Obligations be included in the calculation of the subsequent reduction or reductions provided for in this subsection (b) until the aggregate amount of any such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment subsequent reduction shall be applied first at least equal to the outstanding Term A Loans until paid $50,000,000, and such reduction shall then be made as above provided in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(dsubsection (b).

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower Restricted Group makes any Asset Disposition that results in the realization or receipt by any member of the Restricted Group of Net Available Cash, the Borrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash for purposes of determining compliance)); provided that, at the option of the Borrowers, all or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary portion of the Net Available Cash Proceeds of such received in connection with an Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets may be used or useful in the business of the Borrower Restricted Group, including to make acquisitions, investments, capital expenditures or its Subsidiariesoperational expenditures, then so long as no Event in each case within 12 months of Default then existssuch receipt, the Borrower and such proceeds shall not be required to make be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of such termination or rescission) (the “Reinvestment End Date”), then such remaining portion shall be required to prepay the Loans (to the extent otherwise required by this Section 2.05(b)(i)), as of the date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a mandatory pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net 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 2.05(b)(i) shall be reduced 95007600_2 accordingly; 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 ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower 2.05(b)(i) shall promptly prepay the Obligations in be required where the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each any such prepayment shall would be applied first to less than the outstanding Term A Loans until paid in full greater of $100.0 million and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds 5.0% of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Total Assets.

Mandatory. (i) If the Borrower or any Subsidiary shall at of its Subsidiaries Disposes of any time property pursuant to Section 7.05(f) or from time to time make a Disposition or shall suffer an Event 7.05(p) which results in the realization by such Person of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) 50,000,000 in the Borrower shall promptly notify the Administrative Agent of aggregate for all such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary Dispositions in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossany fiscal year, the Borrower shall prepay the Obligations in an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of the amount of all such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in excess of the amount specified aboveclause (iii) below); provided that in the case of each Disposition and Event of Lossprovided, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends however, that, with respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an Event of Lossrealized under a Disposition described in this Section 2.05(b), at the Net Cash Proceeds thereof in assets used or useful in the business election of the Borrower or its Subsidiaries(as notified by the Borrower to the Administrative Agent within five Business Days of receipt of such Net Cash Proceeds), then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess useful assets in the business so long as within eighteen (18) 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 amount specified above Borrower in writing to the Administrative Agent); provided further, however, in the case of written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not so invested or reinvested or subject to such binding contractwritten 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). The (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of each Term Loans equal to the lessor of (A) 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary and (B) the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below). (iii) Each prepayment of Loans pursuant to the foregoing subclauses (i) and (ii) of this Section 2.05(b) shall be applied first to the outstanding each Class of Term A Loans until paid in full on a pro rata basis and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest within each Class shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d).be

Mandatory. (i) If Subject to clause (iv) of this Section 2.03(b), if the Borrower or any Subsidiary shall at of its Restricted Subsidiaries Disposes of any time or from time to time make a property (other than any Disposition or shall suffer an Event permitted under Section 7.05 (other than clause (d) thereof)) which results in the realization by such Person of Loss resulting in Net Cash Proceeds in excess or the Borrower or any of $5,000,000.00 individuallyits Restricted Subsidiaries receives any Net Cash Proceeds of casualty insurance or condemnation awards, then (x) the Borrower shall promptly notify the Administrative Agent prepay an aggregate principal amount of Term Loans equal to 100% of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be (or in the case of a Restricted Subsidiary that is not directly or indirectly wholly owned by the Borrower, in such lesser amount of Net Cash Proceeds as are actually received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the a wholly owned Restricted Subsidiary of the Net Cash Proceeds Borrower), together with all accrued interest thereon and any additional amounts required pursuant to Section 3.03, such prepayment to occur (subject to the provisions below and to clause (iv) of such Disposition or such Event this Section 2.03(b)) within 10 Business Days following receipt of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveby such Person; provided that in the case of each Disposition and Event of Lossprovided, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends however, that, (x) with respect to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of any Net Cash Proceeds from an Event of Lossrealized under a Disposition described in this Section 2.03(b)(i), at the Net Cash Proceeds thereof in assets used or useful in the business election of the Borrower (as notified by the Borrower to the Administrative Agent on or its Subsidiariesprior to the date of such Disposition), then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds to in operating assets, provided that, (i) within 180 days after the extent receipt of such Net Cash Proceeds are actually invested or reinvestedProceeds, or the Borrower or a Subsidiary Restricted Subsidiary, as applicable, has entered into a binding contract to so invest or reinvest such reinvested the Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent into operating assets or (ii) where such Net Cash Proceeds have not been so invested or reinvested or within 180 days after the receipt of such a binding contract entered intoNet Cash Proceeds, the Borrower or Restricted Subsidiary shall promptly prepay have entered into a binding agreement for such reinvestment and such reinvestment shall have been consummated within 180 days after entering into such reinvestment agreement (as certified by the Obligations Borrower in writing to the amount Administrative Agent); and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may apply within 180 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in excess respect of which such Net Cash Proceeds were received; and provided that any Net Cash Proceeds referred to above in (x) or (y) to be so reinvested shall be deposited in the Cash Collateral Account pending such reinvestment and, provided, further, that any amount specified referred to above in (x) or (y) which is not so invested or reinvested or subject to such binding contract. The amount of each such prepayment within the time specified therein shall be applied first to the outstanding Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds clause (iv) of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.03(b).

Mandatory. (i) If the Borrower or any Subsidiary of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall at any time or from time prepay an aggregate principal amount of Term Loans equal to time make a Disposition or shall suffer an Event 100% of Loss resulting in such Net Cash Proceeds in excess (or, if the Borrower or any of $5,000,000.00 individuallyits Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after the later of (xA) receipt thereof by such Person and (B) the expiration of the 5-day period provided below (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided, however, that with respect to any such Net Cash Proceeds received by or paid to or for the account of the Borrower shall promptly notify or any of its Subsidiaries, at the election of the Borrower (as notified by the Borrower to the Administrative Agent of such Disposition or Event of Loss (including not more than 5 days after receiving the amount of the estimated Net Cash Proceeds to therefrom), and so long as no Default shall have occurred and be received by continuing, the Borrower or such Subsidiary in respect thereof(x) and (y) promptly upon receipt by the Borrower may reinvest all or the Subsidiary any portion of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided assets that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets are used or useful in the business of the Borrower or and its Subsidiaries, then Subsidiaries so long as no Event of Default then exists, within 12 months after the Borrower shall not be required to make a mandatory prepayment under this Section in respect receipt of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested reinvestment shall have been completed or reinvested, or the Borrower or a Subsidiary has entered (y) may enter into a binding contract commitment to so invest reinvest all or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess such assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the amount specified above not so invested or reinvested or receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to such binding contract. The amount of each such the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be applied first required with respect to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds that portion of such Disposition or Event of Loss Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or its Subsidiary intends to invest (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or reinvest (y) of the immediately preceding proviso shall be maintained promptly, but in operating accounts at any event within five Business Days after the Administrative Agent or its Affiliates until investedend of the applicable reinvestment period, reinvested or applied to the Obligations pursuant to prepayment of the Term Loans as set forth in this Section 2.8(d2.05(b)(i).

Mandatory. (i) If the Borrower Parent or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in its Restricted Subsidiaries receive Net Cash Proceeds in excess respect of $5,000,000.00 individually, then any Prepayment Event (x) the Borrower shall promptly notify including by the Administrative Agent as loss payee in respect of such Disposition or any Prepayment Event of Loss described in clause (including the amount b) of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary definition of the Net Cash Proceeds of such Disposition or such Event of Lossterm “Prepayment Event”), the Borrower shall shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay the Obligations Borrowings in an aggregate amount equal to 100% (x) with respect to any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event,” the Specified Asset Sale Percentage of the amount of all such Net Cash Proceeds (or, if the Parent or any of its Restricted Subsidiaries has incurred Indebtedness (A) that is permitted under Section 6.01 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) with respect to the ChampionX Corp Credit Facilities, and, in excess each case, such Indebtedness is required to be prepaid or redeemed with the net proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” then by such lesser percentage of such Net Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Proceeds based upon the aggregate principal amount specified aboveof the Term Loans and such Indebtedness then outstanding) or (y) with respect to any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” 100% of an amount equal to such Net Proceeds; provided that that, in the case of each Disposition and Event any event described in clause (a) or (b) of Loss, the definition of the term “Prepayment Event,” if the Borrower states in its shall, five (5) Business Days prior to the date of the required prepayment, deliver to the Administrative Agent written notice of such event that the Borrower or the applicable Subsidiary intends to invest cause the Net Proceeds from such event (or reinvest, as applicable, a portion thereof specified in such certificate) to be applied within 180 360 days of the applicable Disposition or after receipt of such Net Cash Proceeds from an Event of Lossto acquire, the Net Cash Proceeds thereof in restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other assets to be used or useful in the business of the Borrower Parent or its SubsidiariesRestricted Subsidiaries or to enter into an acquisition permitted by this Agreement and certifying that no Default has occurred and is continuing, then so long as no Event of Default then exists, the Borrower prepayment shall not be required pursuant to make a mandatory prepayment under this Section paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to that have not been so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after applied by the end of such 180360-day period, to period (or within a period of 180 days thereafter if by the extent end of such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, initial 360-day period the Borrower or one or more Restricted Subsidiaries shall promptly prepay the Obligations in the amount of have entered into an agreement with a third party to acquire such Net Cash Proceeds in excess of the amount specified above not so invested real property, equipment or reinvested other assets or subject to such binding contract. The amount of each such make an acquisition permitted by this Agreement), at which time a prepayment shall be applied first required in an amount equal to such Net Proceeds in accordance with clause (x) above; provided that, notwithstanding anything to the outstanding Term A Loans until paid in full and then contrary herein, prior to the outstanding Term B Loans until paid in full and then second anniversary of the Effective Date, no prepayment with respect to the Revolving Loans until paid Net Proceeds of any Prepayment Event described in full and then to clause (a) or clause (b) of the Swing Loans. If definition of the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest term “Prepayment Event” shall be maintained in operating accounts at the Administrative Agent required so long as such Net Proceeds are used to permanently prepay or redeem Indebtedness of Parent and its Affiliates until invested, reinvested or applied to the Obligations Restricted Subsidiaries (A) that was incurred pursuant to this Section 2.8(d)6.01 and that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) incurred under the ChampionX Corp Credit Facilities and secured by a Lien on the Collateral on an equal and ratable basis with the Term Loans, in each case, as required thereunder.

Mandatory. (i) If (1) the Borrower or any Restricted Subsidiary shall at Disposes of any time property or from time to time make a assets (other than (x) any Disposition of any property or shall suffer an assets permitted by Section 7.04 (excluding Section 7.04(o)) or (y) any Disposition of equity interests of Amber Holding or acquisition of shares of Capital Stock of the Borrower acquired in the Stock Buy-Back) or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or Restricted Subsidiary of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually75,000,000, then (x) the Borrower shall promptly notify cause to be prepaid on or prior to the Administrative Agent of such Disposition or Event of Loss date which is ten (including 10) Business Days after the amount date of the estimated Net Cash Proceeds to be received by the Borrower realization or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Restricted Subsidiary of the such Net Cash Proceeds an aggregate amount of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified abovereceived; provided that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the case of each Disposition and Event of Loss, if Obligations) pursuant to the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days terms of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, documentation governing such Indebtedness with the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Proceeds on a pro rata basis (determined on the basis of Loss the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the Borrower or its Subsidiary intends portion of such net proceeds allocated to invest or reinvest the Other Applicable Indebtedness shall not exceed the amount of such net 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 maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied allocated to the Obligations 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 2.8(d).2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent 87 1002217597 1001820109v3

Mandatory. (i) If Within five (5) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2018) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(a), the Borrower or any Subsidiary shall at any time or from time cause to time make a Disposition or shall suffer an Event of Loss resulting be offered to be prepaid in Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with clause (x) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Borrower shall promptly notify Applicable ECF Percentage of Excess Cash Flow, if any, for the Administrative Agent fiscal year covered by such financial statements minus, at the Borrower’s option, (B) the sum of (1) all voluntary prepayments of Term Loans made during such Disposition fiscal year or Event after year-end and prior to when such Excess Cash Flow prepayment is due (including, without limitation, the aggregate principal amount of Loss Term Loans prepaid pursuant to Section 2.05(a)(v) during such time (including to the extent of cash payments made in respect thereof)) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the estimated Net Cash Proceeds case of each of the immediately preceding clauses (1) and (2), other than prepayments funded with the proceeds of long-term indebtedness or equity; provided that any such prepayments made at a discount to par shall be received by credited at the Borrower or discounted amount of such Subsidiary prepayment; provided, further, that, to the extent that any amount described in respect thereofthe foregoing clause (B) is (x) credited against the prepayment amount required for a fiscal year, such amount may not be credited against any future prepayment obligation arising under this Section 2.05(b)(i) and (y) promptly upon receipt by not so credited against the Borrower or the Subsidiary of the Net Cash Proceeds of prepayment amount required for any fiscal year, such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not may be required to make a mandatory credited against any future prepayment obligation arising under this Section 2.05(b)(i) on a dollar-for-dollar basis for such fiscal year (in respect each case, without duplication of any such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested credit in any prior or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(dsubsequent fiscal year).

Mandatory. (i) If for any reason the Borrower or any Subsidiary shall Total Revolving Outstandings at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (x) exceed the Borrower shall promptly notify the Administrative Agent of Revolving Facility at such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Losstime, the Borrower Borrowers shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 100103% of such excess or otherwise in an amount and/or in a manner reasonably acceptable to the applicable L/C Issuer. Prepayments of the Revolving Facility made pursuant to this Section 2.04(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable. If as a result of any conveyance, sale, lease, transfer or other disposition by the Company and its Subsidiaries (other than MGP or its Subsidiaries) after the Closing Date, (1) the Company’s indirect beneficial ownership of the outstanding MGM China Shares falls below 30% of the aggregate amount of all issued and outstanding MGM China Shares at the time of such conveyance, sale, lease, transfer or other disposition (on a fully diluted basis but without giving effect to any additional equity issuances by MGM China after the Closing Date), (2) .the Company (excluding for this purpose, MGP and its Subsidiaries) shall cease to directly or indirectly beneficially own, in the aggregate, the MGP Class A Shares and OP Units representing at least 30% of the sum of (A) the outstanding MGP Class A Shares and (B) the OP Units outstanding (other than OP Units owned by MGP or its Subsidiaries), in each case at the time of such conveyance, sale, lease, transfer or other disposition (on a fully diluted basis but without giving effect to any additional equity issuances by MGM Growth Properties Operating Partnership after the Closing Date), (3) the Borrower Group disposes of or transfers the MGP Class B Share in a transaction (other than an equity issuance by MGM Growth Properties Operating Partnership of OP Units after the Closing Date) in which the Borrower Group receives Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share or (4) in connection with any additional equity issuance by MGM Growth Properties Operating Partnership of OP Units after the Closing Date, the Borrower Group disposes of or transfers the MGP Class B Share in a transaction in which the Borrower Group receives Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share (any such disposition or other transfer described in clause (1), (2), (3) or (4), a “Specified Disposition”), then within ten (10) Business Days (subject to extension as needed to obtain any required Gaming Approvals or to comply with any applicable Gaming Laws) after the date of receipt of the Net Available Proceeds by the Borrower Group from such Specified Disposition, the Revolving Commitments shall be permanently reduced in an amount (and, solely to the extent then outstanding, the Revolving Loans shall be repaid in a corresponding amount) equal to (A) (x) during the Covenant Relief Period, 75% and (y) thereafter, 50%, in each case, of the Net Available Proceeds of any such Specified Disposition received by the Borrower Group that represent (B) (x) the portion of such Net Cash Available Proceeds attributable to the Equity Interests below the 30% thresholds described in excess of the amount specified above; provided that clauses (1) and (2) above and (y) in the case of each clauses (3) and (4) above, such Net Available Proceeds that relate solely to the disposition or transfer of the MGP Class B Share (such prepayment or reduction, a “Specified Disposition Prepayment/Reduction”; and Event the amount required to be prepaid/reduced by the Company, the “Required Specified Disposition Prepayment/Reduction Amount”); provided that: for the avoidance of Lossdoubt, if the Borrower states in its notice of such event that the Borrower or the applicable any Net Available Proceeds are received by an Unrestricted Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or (other than MGP and its Subsidiaries) or Designated Restricted Entity from a Specified Disposition, then so long as no Event of Default then existssuch Specified Disposition Prepayment/Reduction shall be required unless such Net Available Proceeds have been distributed to, or otherwise received by, the Borrower Group; and the Company shall not use commercially reasonable efforts (as determined by the Company in its sole discretion) to (x) cause the Required Specified Disposition Prepayment/Reduction Amount of any such Net Available Proceeds received by an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity to be required distributed or otherwise transferred to make the Company or a mandatory prepayment under this Section in respect Restricted Subsidiary for application to the Specified Disposition Prepayment/Reduction and (y) until such distribution or transfer occurs, cause such Unrestricted Subsidiary or Designated Restricted Entity to deposit and retain the Required Specified Disposition Prepayment/Reduction Amount of such Net Cash Available Proceeds (the “Retained Proceeds”) in a segregated account (or make other arrangements reasonably acceptable to the extent such Net Company and the Administrative Agent). Following the occurrence of a Collateral Trigger Event, allAll cash or Cash Equivalents received by the Company and its Restricted Subsidiaries from dividends or other distributions from an Unrestricted Subsidiary (other than MGP and its Subsidiaries) or Designated Restricted Entity that holds, directly or indirectly, Retained Proceeds are actually invested or reinvested, or (regardless of the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end source of such 180-day periodcash or Cash Equivalents, including from recurring or special dividends from MGM China) shall (x) be deemed to be a distribution of such Retained Proceeds, (y) be subject to the extent Specified Disposition Prepayment/Reduction requirements set forth in subclause ((II) above until all such Net Cash Retained Proceeds have not been so invested (or reinvested or such a binding contract entered intohave been deemed to have been) distributed to the Company and its Restricted Subsidiaries and (z) for the avoidance of doubt, reduce the Borrower shall promptly prepay the Obligations in Required Specified Disposition Prepayment/Reduction Amount and the amount of Retained Proceeds required to be held in a segregated account. Each such Net Cash Proceeds in excess Lender may reject all or a portion of the amount specified above not so invested or reinvested or subject its pro rata share of any Specified Disposition Prepayment/Reduction required to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations made pursuant to this Section 2.8(d)2.04(b)(iii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such Specified Disposition Prepayment/Reduction. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such Specified Disposition Prepayment/Reduction to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Company. Termination or Reduction of Commitments .

Mandatory. (i) If the Borrower any Loan Party or any Subsidiary shall at of its Subsidiaries Disposes of any time or from time property pursuant to time make a Disposition or shall suffer an Event of Loss resulting Section 7.05(b)) and, in Net Cash Proceeds in excess of $5,000,000.00 individuallyconnection therewith, then (x) is required to prepay the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the outstanding principal amount of the estimated Net Cash Proceeds Loans, the Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to be received by the Borrower or limitations set forth herein) equal to 100% of such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition so required to be applied to the prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (5) Business Days after the date of receipt thereof by such Event of LossPerson (such prepayments to be applied as set forth in clause (ii) below); provided, the Borrower shall prepay the Obligations in an aggregate amount equal however, that, with respect to 100% of the amount of all such any Net Cash Proceeds realized under a Disposition described in excess this Section 2.05(b)(i), at the election of the amount specified above; provided that in Borrowers (as notified by the case of each Disposition and Event of Loss, if Administrative Borrower to the Borrower states in its notice Administrative Agent on or prior to the date of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestDisposition), as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then and so long as no Event of Default then existsshall have occurred and be continuing, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested Loan Party or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount Subsidiary may reinvest all or any portion of such Net Cash Proceeds in excess assets useful for its business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the amount specified above Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so invested or reinvested or subject to within such binding contract. The amount of each such prepayment 365 day period shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or promptly applied to the Obligations prepayment of the Loans as set forth in Section 2.05(b)(v). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.8(d)2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any Subsidiary prior to the date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall at any time be required pursuant to this Section 2.06(b)(i)(A) if, on or from time prior to time make such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a Disposition or shall suffer an Event portion of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually, then accordance with Section 2.06(b)(i)(B) (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or which election may only be made if no Specified Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereofDefault has occurred and is then continuing) and (y) promptly upon receipt by if at the time that any such prepayment would be required, the Borrower or is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Subsidiary Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Event Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of Lossthe aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the Borrower portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall prepay the Obligations in an aggregate amount equal to 100% of not exceed the amount of all such Net Cash Applicable Asset Sale Proceeds in excess of required to be allocated to the amount specified above; provided that in Other Applicable Indebtedness pursuant to the case of each Disposition terms thereof, and Event of Lossthe remaining amount, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvestany, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds shall be allocated to the extent such Net Cash Proceeds are actually invested or reinvested, or Initial Term Loans in accordance with the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, terms hereof to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, prepayment of the Borrower shall promptly prepay the Obligations in Initial Term Loans and the amount of such Net Cash Proceeds in excess prepayment of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Initial Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations would have otherwise been required pursuant to this Section 2.8(d).2.05(b)(i) shall be reduced accordingly and (y) 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 ten (10) Business Days after the date of such rejection) be applied to prepay the Initial Term Loans in accordance with the terms hereof;

Mandatory. (i) If Subject to clause (vii) below, if the Borrower or any Subsidiary shall at any time or from time to time make a or agree to make an Asset Disposition or shall suffer an Event of Loss resulting with respect to any Property which results in Net Cash Proceeds in excess of $5,000,000.00 individually1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above$1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrower states in its such notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiariessimilar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or reinvested as described in the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest Borrower’s notice within such Net Cash Proceeds during such 180-day twelve (12) month period. Promptly after the end of such 180-day twelve (12) month period, the Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above $1,000,000 not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss that shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from the Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) Subject to clause (vii) below, if after the Restatement Effective Date the Borrower or its any Subsidiary intends shall issue any new Ownership Interests (other than Excluded Equity Issuances) or incur or assume any Indebtedness other than that permitted by Section 7.1 (other than Indebtedness permitted by Section 7.1(m)), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance, incurrence or assumption to invest be received by or reinvest for the account of the Borrower or such Subsidiary in respect thereof. Promptly upon receipt by the Borrower or such Subsidiary of Net Cash Proceeds of such issuance, incurrence or assumption the Borrower shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be maintained in operating accounts at applied to the outstanding Loans. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Administrative Agent or its Affiliates until investedthe Lenders for any breach of Section 7.1 or any other terms of this Agreement. -41- (iii) Subject to clause (vii) below, reinvested on or before April 30th of each year, beginning April 30, 2019, the Borrower shall prepay the then‑outstanding Loans by an amount equal to 50% of Excess Cash Flow of the Borrower on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section 2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrower immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrower has delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be applied to the Obligations pursuant to this Section 2.8(doutstanding Loans. (iv).

Mandatory. (i) If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individuallyLoss, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such any Restricted Subsidiary in respect thereof) and (y) promptly upon and, within five Business Days after the receipt by the Borrower or the Subsidiary of the such Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrower shall prepay the Obligations relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified aboveProceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (z) in the case of each any Disposition and or Event of LossLoss not covered by clause (y) above, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful in the business of the Borrower or its Subsidiaries, then so long as no Event of Default then existshas occurred and is continuing, if the Borrower shall not be required to make a mandatory prepayment under this Section in respect of (A) actually reinvests such Net Cash Proceeds Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually invested reinvested in such assets or reinvested(B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, or that the Borrower or a Restricted Subsidiary has entered into a binding contract committed to so invest or reinvest such Net Cash Proceeds during in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such 180-day periodNet Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 18012-day month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered intoreinvested, the Borrower shall promptly prepay the Obligations relevant Term Loans in the amount of such Net Cash Proceeds in excess of the amount specified applicable $2,500,000 basket described above not so invested or reinvested or subject to such binding contractreinvested. The amount of each such prepayment shall be applied first to the relevant outstanding Term A Loans in accordance with this Section 1.9 until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)full.

Mandatory. (i) If the Borrower or any Subsidiary of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or 7.05(p)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall at any time or from time prepay an aggregate principal amount of Term A Loans equal to time make a Disposition or shall suffer an Event 100% of Loss resulting in such Net Cash Proceeds in excess of $5,000,000.00 individually(or, then (x) if the Borrower shall promptly notify or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Administrative Agent Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Event Casualty Event, then such lesser percentage of Loss (including the amount of the estimated such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after actual receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided, however, that with respect to any such Net Cash Proceeds actually received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary in respect thereof(x) and (y) promptly upon receipt by the Borrower may reinvest all or the Subsidiary any portion of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided assets that in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets are used or useful in the business of the Borrower or and its Subsidiaries, then Subsidiaries so long as no Event of Default then exists, within 12 months after the Borrower shall not be required to make a mandatory prepayment under this Section in respect actual receipt of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested reinvestment shall have been completed or reinvested, or the Borrower or a Subsidiary has entered (y) may enter into a binding contract commitment to so invest reinvest all or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day period, to the extent such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, the Borrower shall promptly prepay the Obligations in the amount any portion of such Net Cash Proceeds in excess such assets so long as such binding commitment is entered into within 12 months after the actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment immediately preceding proviso shall be promptly, but in any event within five Business Days after the end of the applicable reinvestment period, applied first to the outstanding prepayment of the Term A Loans until paid as set forth in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d2.05(b)(i).

Mandatory. (i) (i) If the Designated Agent provides a written notice in conformity with Section 2.10(b)(ii) to the Borrower or that, on any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event date, the sum of Loss resulting in Net Cash Proceeds in excess of $5,000,000.00 individually, then (xA) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding and (B) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Committed Currencies then outstanding exceeds 102% of the aggregate Commitments of the Lenders on such date, the Borrower shall promptly notify the Administrative Agent shall, within two Business Days after receipt of such Disposition or Event of Loss (including notice, prepay the outstanding principal amount of any Advances, and/or to the estimated Net Cash Proceeds to extent necessary, deposit into the LC Collateral Account in Dollars, an amount (which amount shall be received held by the Borrower or Designated Agent, for the benefit of the Lenders, as cash collateral for the Borrower’s obligations with respect to outstanding Letters of Credit) necessary so that, after giving effect to such Subsidiary in respect thereofprepayment of Advances and such deposit, the sum of (A) and (yB) promptly upon receipt by above less the Borrower or amount to be deposited in the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to LC Collateral Account does not exceed 100% of the amount of all such Net Cash Proceeds in excess aggregate Commitments of the amount specified above; provided that Lenders on such date as set forth in the case of each Disposition and Event of Loss, if written notice from the Designated Agent to the Borrower states in its notice of pursuant to the terms hereof. Any such event that amounts so deposited with the Borrower or the applicable Subsidiary intends to invest or reinvest, Designated Agent as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets used or useful cash collateral in the business of the Borrower or its Subsidiaries, then LC Collateral Account shall (so long as no Event of Default then exists, has occurred and is continuing) be released to the Borrower shall on the date on which the sum of (A) and (B) above does not be required exceed 100% of the sum of the aggregate Commitments of the Lenders and the amount on deposit in the LC Collateral Account (after giving effect to make a mandatory prepayment under this Section in respect any proposed release) on such date. In connection therewith, upon the request of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested, or Designated Agent the Borrower or a Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such 180-day period. Promptly after the end of such 180-day periodshall, to the extent the LC Collateral Account has not theretofore been opened, open the LC Collateral Account with the Designated Agent and enter into such Net Cash Proceeds have not been so invested or reinvested or such a binding contract entered into, documents relating thereto as are reasonably requested by the Designated Agent and mutually acceptable between the Borrower shall promptly prepay and the Obligations in the amount of such Net Cash Proceeds in excess of the amount specified above not so invested or reinvested or subject to such binding contract. The amount of each such prepayment shall be applied first to the outstanding Term A Loans until paid in full and then to the outstanding Term B Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss that the Borrower or its Subsidiary intends to invest or reinvest shall be maintained in operating accounts at the Administrative Agent or its Affiliates until invested, reinvested or applied to the Obligations pursuant to this Section 2.8(d)Designated Agent.