Common use of Asset Sales and Recovery Events Clause in Contracts

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iii) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively, then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiii) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debtother Indebtedness, respectively, then outstanding), may be applied to prepay such Refinancing Debt Indebtedness to the extent required therebyhereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year fiscal year to exceed $20,000,00050,000,000, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 50,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiiv) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used or useful in its business replacement of the disposed assets or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 10,000,000 in the aggregate and which are not used applied to repair, replace or relocate damaged property or to purchase or acquire fixed or capital assets used in replacement of the assets lost or useful in its business destroyed within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiiv) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively, then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iii) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively, then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.

Asset Sales and Recovery Events. (A) Promptly following Upon receipt on or after the Closing Date by Borrower or any Asset Sale or series of Asset Sales which causes the aggregate its Subsidiaries of Net Cash Proceeds received arising from all Asset (i) any Sale by any Group Member of any of its property other than Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans of its own Stock and Sales of property permitted hereunder in an aggregate amount equal to one hundred percent reliance upon any of clauses (100%a) through (e) of Section 7.4 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any of them of Net Cash Proceeds in excess of $20,000,000 derived from all 5,000,000 in any Fiscal Year, the Borrower shall promptly (and in any event within five Business Days of its receipt thereof) prepay the Term Loans in an amount equal to 100% of such Asset Sales (such prepayment to be applied as set forth in clause (iii) below)Net Cash Proceeds; provided, however, that that, upon any such receipt, if no Event of Default shall be continuing at the time of such receipt, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to be so applied make or cause such payment to the extent (1x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower delivers shall pay or cause to be paid to the Administrative Agent a certificate stating that it intends an amount equal to use the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds Proceeds; provided further that any such mandatory prepayment pursuant to acquire assets used or useful in its business or this Section 2.5(c) shall be reduced, Dollar for Dollar, by the amount of any prepayment made pursuant to make Permitted Acquisitions, and (2Section 2.8(c) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisitionsuccessor provision) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received First Lien Credit Agreement in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) respect of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iii) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively, then outstanding), may be applied to prepay such Refinancing Debt to the extent required therebyProceeds.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year fiscal year to exceed $20,000,00050,000,000, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 50,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiiv) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition acquisition is consummated within three hundred and sixty-five (365) days (or if in the event that the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 10,000,000 in the aggregate and which are not used applied to repair, replace or relocate damaged property or to purchase or acquire fixed or capital assets used in replacement of the assets lost or useful in its business destroyed within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiiv) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively, then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.

Asset Sales and Recovery Events. Within three (A3) Promptly following days of the receipt by any Loan Party or any of its Subsidiaries (including, for the avoidance of doubt, Excluded Subsidiaries) of Net Cash Proceeds from any Asset Sale or series of Asset Sales which causes Recovery Event (other than from the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000Federal Sale Transaction, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of which shall be paid by the Borrower to the Administrative Agent immediately upon the closing thereof) occurring on or after the Second Amendment Effective Date, the Borrower shall, make a mandatory prepayment of the Obligations in excess of $20,000,000 derived from all an amount equal to such Asset Sales (such prepayment Net Cash Proceeds to be applied by the Administrative Agent as set forth in clause (iii) below)Section 4.7.7; provided, however, that such that, (i) to the extent the Net Cash Proceeds from any such Asset Sales shall be equal to or less than $10,000 individually or in the aggregate, the Borrower shall not be required to be so make a mandatory prepayment of the Obligations with such Net Cash Proceeds until the total amount of such Net Cash Proceeds that have not been applied to towards a mandatory prepayment of the extent Obligations exceeds $10,000 and (1b) the Borrower delivers shall, concurrently with the delivery of each Updated Budget, deliver to the Administrative Agent a certificate stating that it intends to use schedule identifying the total amount of any such Net Cash Proceeds that have been retained by the Borrower since the date of the most recent Updated Budget delivered to acquire assets used or useful the Administrative Agent.” (u) Application Among Loans and Interest Rate Options. Section 4.7.7 of the Credit Agreement is hereby amended and restated in its business entirety as follows: “4.7.7 Application Among Loans and Interest Rate Options. All prepayments required pursuant to Section 4.7.3 [Asset Sales and Recovery Events] through Section 4.7.6 [Excess Cash Flow] shall, so long as no Potential Default or Event of Default has occurred, be applied as follows: (i) first to make Permitted Acquisitionsthe outstanding LIFO Loans, and thereafter, in the Administrative Agent’s discretion, (2ii) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and deferred principal payment on the Term Loan, (Biii) to all deferred interest payments on the Loans, (iv) to the extent fees then due and owing, (v) to the remaining outstanding principal installments of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 the Term Loan in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five inverse order of maturity, (365vi) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iii) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term remaining Loans and Refinancing Debt, respectively, (vii) to the payment of any other Obligations then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.; - 14 - 131832.01464/109680341v.4

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year fiscal year to exceed $20,000,00050,000,000, the Borrower Company shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 50,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiiv) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower Company delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition acquisition is consummated within three hundred and sixty-five (365) days (or if in the Borrower event that the Company or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 50,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower Company shall prepay Term Loans the Obligations in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiiv) below); provided, further, that in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debt, respectively, then outstanding), may be applied to prepay such Refinancing Debt to the extent required thereby.

Asset Sales and Recovery Events. (A) Promptly following If on any date Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or series of Asset Sales which causes the aggregate Recovery Event, then such Net Cash Proceeds received shall be applied within 30 days from all Asset Sales during the date that such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess are received toward the prepayment of $20,000,000 derived from all such Asset Sales (such prepayment to be applied the Term Loans as set forth in clause (iii) belowSection 2.14(b); provided that, if an Event of Default has occurred and is continuing at the time such Net Cash Proceeds are received by Borrower or any of its Restricted Subsidiaries, then such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments on the date so received; provided, howeverfurther, that that, so long as no Event of Default shall have occurred and be continuing, if Borrower or its Restricted Subsidiaries uses any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair long-term productive assets of the general type useful in the business of Borrower or its Restricted Subsidiaries or to make Permitted Acquisitions or other investments in long term productive assets of the general type used in the business of Borrower and its Restricted Subsidiaries, in each case within 365 days of such receipt, such portion of such Net Cash Proceeds shall not be required to be so applied prepaid pursuant to this Section 2.13(a) except to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use not, within 365 days of such Net Cash Proceeds to acquire assets receipt, so used or useful in its business or contractually committed to make Permitted Acquisitions, and be so used (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or it being understood that if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds proceeds are not so used within such 365-day period but within such 365-day period are contractually committed to be reinvested or applied in used, then such acquisitionreinvestment period shall end on the later of (x) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt end of such cash proceeds, 365-day period or (y) 180 days from the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of entry into such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iii) belowcontractual commitment); provided, further, that, notwithstanding the foregoing, the aggregate Net Cash Proceeds from Asset Sales and Recovery Events that may be excluded from the foregoing prepayment requirement as a result of reinvestments shall not exceed $200,000,000 in the event that any Refinancing Debt is then outstanding that is secured on a pari passu basis, up Fiscal Year. If Borrower elects to a pro rata portion of apply such Net Cash Proceeds (based on as provided in the respective principal amount second proviso of Term Loans and Refinancing Debtthe preceding sentence, respectively, then outstanding), may be applied to prepay Borrower shall provide notice of such Refinancing Debt election to the extent required therebyAdministrative Agent within 30 days of the date the applicable Net Cash Proceeds are received.

Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the aggregate Net Cash Proceeds received from all Asset Sales during such Fiscal Year to exceed $20,000,000, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds in excess of $20,000,000 derived from all such Asset Sales (such prepayment to be applied as set forth in clause (iiiii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (1) the Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions, and (2) such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with a Recovery Event which are in excess of $20,000,000 in the aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (A)(2) above) of the receipt of such cash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be applied as set forth in clause (iiiii) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt Debt) is then outstanding that is secured on a pari passu basis, up to a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and Refinancing Debtother Indebtedness, respectively, then outstanding), may be applied to prepay such Refinancing Debt Indebtedness to the extent required thereby.hereby. 44