Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two One Hundred Fifty Thousand Dollars ($250,000150,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) and resulting in net cash proceeds in excess of One Hundred Thousand Dollars ($100,000) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Five Hundred Thousand Dollars ($100,000500,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained has been granted a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers Transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($250,000500,000) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or an Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following at any time any Loan Party shall receive any cash proceeds from any equity issuances by such Loan Party and/or any sale of assets by such Loan Party (other than sale of Inventory in the occurrence ordinary course of an Event business) and/or the incurrence of Default, Borrower shall immediately pay to Agent, for payment to any Subordinated Debt and/or any Permitted Secured Mezzanine Debt by any one or more Loan Parties (in each Lender in accordance with its respective Pro Rata Share, an amount equal case to the sum of: (i) all outstanding principal extent any such equity issuance or sale of assets or incurrence of Subordinated Debt or Permitted Secured Mezzanine Debt is permitted under the terms of the Term Credit Facility and all other ObligationsLoan Agreement), plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that Loan Parties shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (remit to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to Lender one hundred percent (100%) of such cash proceeds (net of out-of-pocket any reasonable costs and expenses and, in of such equity issuance or sale of assets or Subordinated Debt or Permitted Secured Mezzanine Debt) as a mandatory prepayment of the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), Loan or such lesser portion of such proceeds amount as Agent may be necessary to repay in full all Loans outstanding under the Loan Agreement; provided, however, (i) the foregoing mandatory prepayment shall elect to not apply to any funds provided to the Obligations; Loan Parties by the Lender and (Bii) upon receipt by any Credit Party the Lender may, at its option (which option shall be in the sole and absolution discretion of the Lender), waive such mandatory prepayment. Any prepayment of the Loans under this Section 2(e) shall prepay the Loans, which amounts may be re-borrowed, and all such prepayments shall include payment of accrued interest and applicable Prepayment Fee on the principal amount being prepaid; provided, however, such Prepayment Fee shall not apply to any prepayment made under this Section 2(e) with proceeds resulting from the exercise of currently issued and outstanding options and warrants or from the exercise of any asset disposition of personal property not made employee stock options to be issued in the Ordinary Course of Business (other than transfers permitted by future. All payments made pursuant to this Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x2(e) shall be applied to the payment of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable interest before application to Agent, for the ratable benefit of the Lenders, on account of the Obligationsprincipal.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Five Hundred Thousand Dollars ($100,000500,000) in the aggregate for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for property and real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars [***] ($100,000[***]) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained has been granted a Lien, an amount equal to one hundred percent [***] (100[***]%) of of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon within five (5) Business Days after receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent [***] (100[***]%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to [***] ($250,000[***]) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following The Borrower shall, upon five Business Days' notice from the occurrence Agent given at the request or with the consent of an Event of Defaultthe Required Lenders, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and (ii) prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding principal of the Term Credit Facility at such time) plus all interest thereon and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees amounts payable hereunder or under the Fee Letters by reason of such prepaymentNotes, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the Credit Facility being prepaidmeaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and (iv) all the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other sums that amounts as shall from time to time have become due and payable, including Protective Advances. Additionally, at payable by the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by Lenders or the LC Issuer under the Loan Documents. Neither the Borrower nor any Credit Party Person claiming on behalf of or through the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have any right to withdraw any of the option of applying the proceeds of any casualty policy up to ($250,000) funds held in the Facility LC Collateral Account pursuant to this Section 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate with respect to Commitments have been terminated, any property loss funds remaining in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) Facility LC Collateral Account shall be of greater, equal, returned by the Agent to the Borrower or like value as the replaced or repaired Collateral and (y) shall paid to whomever may be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under legally entitled thereto at such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationstime.

Mandatory Prepayment. If No more than five (5) Business Days after the date of any sale, assignment, transfer or other disposition by the Borrower or any of its Subsidiaries, or the damage, destruction, condemnation, governmental taking or other loss of any assets of the Borrower or any of its Subsidiaries (other than the sale of Inventory in the ordinary course of business) whether now owned or hereafter acquired which alone or when aggregated with other such transactions or events occurring within the immediately preceding twelve months result in Net Cash Proceeds of $1,000,000.00 or more (collectively, a Term Credit Facility is accelerated following "disposition of assets"), the occurrence of an Event of Default, Borrower shall immediately pay notify the Agent in writing that such disposition of assets has occurred, the date of such event and the amount of the Net Cash Proceeds received in connection therewith. In the event that the Borrower and/or its Subsidiaries have not, within 364 days after the date of any such disposition of assets, (1) reinvested all of the corresponding Net Cash Proceeds in their business pursuant to an acquisition of property or assets located in the United States of a nature or type that are used in the business of the Borrower and its Subsidiaries on the date of such acquisition, which is permitted by Section 6.15 and in which the Agent shall have a first priority, perfected security interest subject only to those Permitted Encumbrances which are permitted to be senior to or pari passu with the security interest of the Agent pursuant to Section 6.4 hereof (and so state, as to both conditions, in reasonable detail in a certificate delivered by the Borrower to the Agent), for payment or (2) delivered to each Lender the Agent a certificate stating in accordance with reasonable detail its respective Pro Rata Shareplans to reinvest such Net Cash Proceeds as described in clause (1) above within the next succeeding 364 days, then the Borrower shall give written notice of prepayment (in the amount not so reinvested or intended to be so reinvested) to the Agent at least five (5) days prior to the date of the subject prepayment, and on or before the 364th day following such disposition of assets shall repay the Revolving Credit and reduce the Commitment in an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason amount of such prepayment, Net Cash Proceeds not so reinvested. In the event the Borrower delivers a plan for reinvestment pursuant to clause (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%2) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses preceding sentence, and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, either (a) so long as no Default or Event fails to comply with the terms of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equalplan, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) determines to abandon such plan, within five (5) days after such failure or abandonment, as the occurrence case may be, the Borrower shall give written notice to the Agent of prepayment in the amount of Net Cash Proceeds not reinvested and during on or before the continuance of a Default or Event of Defaultdate which is five (5) days after such notice, all proceeds payable under shall repay the Revolving Credit and reduce the Commitment by such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsamount.

Mandatory Prepayment. If In the event that (i) the Borrower or any of its Subsidiaries receives Net Cash Proceeds arising from any Debt Incurrence (other than any Debt Incurrence under a Qualifying Term Credit Facility is accelerated following that has reduced the occurrence Commitments pursuant to Section 2.05(d)), (ii) the Borrower receives Net Cash Proceeds from any Equity Issuance or (iii) the Borrower or any of its Subsidiaries receives Net Cash Proceeds in excess of $250,000,000 for any individual transaction (and in excess of $500,000,000 in the aggregate) from any Asset Sale (other than an Event of DefaultExcluded Asset Sale), in each case, the Borrower shall immediately pay to Agent, for payment to each Lender prepay the Loans in accordance with its respective Pro Rata Share, an amount equal to 100% of such Net Cash Proceeds not later than three (3) Business Days following the sum of: (i) all outstanding principal receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds; provided that notwithstanding the foregoing, receipt of such Net Cash Proceeds by any Subsidiaries of the Term Credit Facility and all Borrower other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable than Subsidiaries organized under the Fee Letters laws of the United States, any State thereof or the District of Columbia shall not require any prepayment of Loans to the extent such prepayment (x) would result in material adverse tax consequences or (y) is not prohibited, delayed or restricted under applicable law, in each case, as reasonably determined by reason the Borrower. The Borrower shall give the Administrative Agent notice of the receipt by the Borrower or the applicable Subsidiary of such prepaymentNet Cash Proceeds, which notice shall be at least three (iii3) Business Days prior to the Applicable Prepayment Fee as specified in date of such payment, with a reasonably detailed calculation of the Credit Facility Schedule for the Credit Facility being prepaidNet Cash Proceeds, and (iv) all other sums that the Administrative Agent shall have become due and payable, including Protective Advancespromptly notify each Lender of its receipt of each such notice. Additionally, at Each prepayment of Loans shall be applied ratably to the election Loans. Each prepayment shall be made by the payment of Agent, Borrower shall prepay the Term Credit Facilities (principal amount to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on prepaid and accrued interest and fees thereon to the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) fixed for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, prepayment plus in the case of personal propertyany Eurocurrency Loans, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by amounts due under Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations3.04.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay use to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to prepay the sum of: (i) all outstanding principal of the Term Credit Facility Loan all cash net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all other Obligations, plus accrued and unpaid interest thereonor any part of its assets outside the ordinary course of business if the cash net proceeds of such disposition exceeds $150,000, (ii) any fees payable under the Fee Letters by reason of such prepaymentDebt not permitted to be incurred hereunder, or (iii) any insurance claim. Prepayment made pursuant to this Section 4.2. (b) shall be applied to the Applicable Prepayment Fee as specified Term Loan in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election inverse order of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligationsmaturity. Notwithstanding the foregoing, no prepayment shall be required for (aw) the transfer of assets by any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $50,000, the Agent shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided, that in no event shall such amount exceed $100,000; and (z) any reason pursuant to this Section 4.2(b) until such time as a cash payment with respect to the event triggering such prepayment obligation has been made. Notwithstanding the foregoing, an Equity Raise shall not be subject to a mandatory prepayment under this Section 4.2. (b) , so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, exists at the option time of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationssuch Equity Raise.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Twenty-Five Thousand Dollars ($100,00025,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) If a Term Credit Facility is accelerated following any Loan Party receives Net Cash Proceeds from any Disposition (other than the occurrence sale or disposition of an Event Surefly, Inc. or any portion of Defaultits related business and assets permitted by Section 7.4(b)(i)), Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to Net Casualty Proceeds or net cash proceeds received by such Loan Party from the sum of: issuance or incurrence of Debt (iother than Subordinated Debt permitted under Section 7.1(e)) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses andor, in the case of personal propertythe Borrower, repayment the issuance of any permitted purchase money debt encumbering Capital Stock, the personal property that suffered Borrower shall notify the Lenders and the Agent thereof. Unless the Required Lenders shall have sent written notice to the Borrower, by the fourth Business Day after the date on which the applicable Loan Party received such casualtyproceeds (except in the case of issuance of Capital Stock, in which case the following sentence shall apply), or declining receipt of a prepayment under this Section 2.4.2(a), the Borrower shall prepay the Obligations within five Business Days after such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (i) 50% of such Net Cash Proceeds (or such lesser amount as the Required Lenders may specify), (ii) 100%% of such Net Casualty Proceeds (or such lesser amount as the Required Lenders may specify) and (iii) 100% of such net cash proceeds received by the such Loan Party from the issuance or incurrence of Debt (other than Subordinated Debt permitted under Section 7.01(e)) (or such lesser amount as the Required Lenders may specify). If the net cash proceeds are from the issuance of Capital Stock of the Borrower after September 30, 2019 and unless the Lenders shall have sent written notice to the Borrower, by the fourth Business Day after the date on which the Borrower received such proceeds, declining receipt of a prepayment under this Section 2.4.2(a), the Borrower shall prepay the Obligations within five Business Days after such receipt in an amount equal to 35% of such asset disposition net cash proceeds received by the Borrower (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value amount as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsmay specify).

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (Ai) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Twenty Five Thousand Dollars ($100,00025,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the ObligationsObligations (unless such Credit Party applies such proceeds towards the replacement or repair of such personal property or real property); and (Bii) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) ), an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters Letter by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower Xxxxxxxx shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Five Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the foregoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one yearpolicy, toward the replacement or repair of destroyed or damaged property; provided that (x) any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and Collateral, (y) any such replaced or repaired property shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interestinterest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Facility is accelerated following Agreement and the occurrence related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of an Event of Defaultthe Nexstar Credit Agreement, the Borrower shall immediately pay cause to Agentbe prepaid an aggregate principal amount of Term Loans allocated by the Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), for payment if (1) any Covenant Entity Disposes of any property or assets pursuant to each Lender Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with its respective Pro Rata ShareSection 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of: (i) all outstanding principal of the Outstanding Amount of the Term Credit Facility Loans at such time and all the amount of any other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay Liens securing the Term Credit Facilities Loans and requiring a like prepayment from such Net Cash Proceeds (to be allocated pro rata among such percentage, the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%“Asset Percentage”) of all such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property Net Cash Proceeds realized or received; provided that suffered no such casualty), or prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such lesser portion of such proceeds as Agent Net Cash Proceeds that the Borrower shall elect have, on or prior to apply such date, given written notice to the Obligations; and Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as which notice may only be provided if no Default or Event of Default has occurred and is then continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations).

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Two Hundred Fifty Thousand Dollars ($100,000250,000) for personal property, or in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($250,000500,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated Without limiting the provisions of Sections 2 and 3(a) above, after satisfaction and payment in full of all of Maker's obligations under that certain Secured Promissory Note in the principal amount of $500,000 issued by Maker to Payee (the "First Installment Note"), Maker shall in addition prepay this Note in the following amounts, in each case exclusive of any proceeds applied toward prepayment of the occurrence of an Event of Default, Borrower First Installment Note (it being understood that such prepayments shall immediately pay be applied first to Agent, for payment accrued and unpaid Interest and then to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: principal): (i) all outstanding principal 100% of the Term Credit Facility cash proceeds (net of collection costs (including reasonable attorney's fees and all other Obligationsdisbursements related to such collection)) received by Maker after the date of the First Installment Note with respect to the first $600,000, plus accrued and unpaid interest thereonin the aggregate, of accounts receivable derived from Maker's "Professional Services" business or "Managed Services" business (the "Receivables"), (ii) any 20% of the excess (if any) of the cash proceeds (net of collection costs (including reasonable attorney's fees payable under and disbursements related to such collection)) received by Maker with respect to the Fee Letters by reason Receivables in excess of such prepayment$600,000, in the aggregate, from the date of the First Installment Note, (iii) 100% of the Applicable Prepayment Fee as specified amount of the direct or indirect (including from any disposition of any non-cash consideration for cash or marketable securities) cash proceeds or marketable securities (at fair market value, taking into account any applicable illiquidity and minority discounts) (net of reasonable attorney's fees and disbursements related to such sale or disposition) received on account of or with respect to any sale or other disposition of all or any portion of Maker's interest in the Credit Facility Schedule for the Credit Facility being prepaidE-Sync Networks, LLC, and (iv) 100% of all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt cash payments received by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate Maker with respect to any property loss in any one year, toward exercise of that certain Common Stock Purchase Warrant issued by Maker to Payee on the replacement or repair date of destroyed or damaged property; provided that any such replaced or repaired property (x) the First Installment Note. Prepayments pursuant to the immediately preceding sentence shall be made to Payer within two (2) business days after receipt by Maker of greatersuch proceeds or payments, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsapplicable.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000200,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses expenses, transfer or other income taxes incurred and payable as a result of such disposition, reasonable out-of-pocket professional fees, and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (C) upon receipt of any cash proceeds by a Credit Party from the sale of any TherapeuticsMD Warrant (or any portion thereof) or the sale of any equity interests received as a result of the exercise of the TherapeuticsMD Warrants following the Closing Date, an amount equal to twenty percent (20%) of the net cash proceeds of such sale (net of out-of-pocket expenses and reasonable out-of-pocket professional fees incurred as a result of such sale). Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 300,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be productive assets of greater, equal, or like value as the replaced or repaired Collateral general type used in the business of the Borrowers and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Five Hundred Thousand Dollars ($100,000500,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If The Company shall make a Term Credit Facility is accelerated following the occurrence mandatory prepayment of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender Obligations in accordance with its respective Pro Rata ShareSection 8.6 of the Purchase Agreement (which in certain instances includes a premium on the Notes) in an aggregate amount equal to (w) 100% of the aggregate amount of cash proceeds (and the fair market value of all other proceeds) (net of reasonable selling expenses, estimated taxes, any amounts applied to repay Indebtedness secured by such assets and any reserve for adjustment in respect of the sale price of the assets sold; it being understood that any reserves that are released shall become a part of the Net Proceeds and the Company shall be obligated to make a mandatory prepayment in an aggregate amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason amount of such prepayment, (iii) reserves at the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums time that shall have become due and payablesuch reserves are released), including Protective Advances. Additionally, at the election by recovery of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty insurance proceeds in excess of One Hundred Thousand Dollars $100,000 ($100,000except to the extent that such insurance proceeds are promptly used to replace the assets giving rise to the insurance proceeds and BTFIC in its discretion (such discretion not to be unreasonable) for personal propertydetermines to exclude such amounts from Net Proceeds), received or to be received by it or any Affiliate ("NET PROCEEDS") from any sale or disposition (whether voluntary or involuntary, including by casualty loss) or series of related sales or dispositions (other than sales of inventory in excess the ordinary course of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal business and sales expressly contemplated by the Post Merger Reorganization that do not give rise to one hundred percent (100%any cash proceeds) of any assets of a Brazilian Entity or any equity interests of a Brazilian Entity, (x) 100% until the conditions set forth in Section 4.10 of the Purchase Agreement have been fully satisfied, and thereafter 50% (or 30% after the aggregate unpaid principal amount of the Notes is less than $20,000,000) of the aggregate amount of Net Proceeds from any sale or disposition of any assets or equity interests ("LATIN AMERICAN NON-BRAZILIAN ASSETS") of a Latin American Non-Brazilian Entity remaining after subtracting from such proceeds Net Proceeds an aggregate amount, not to exceed $3,000,000 less the then outstanding amount of the BTCO Fee, which shall be re-invested in a Brazilian Entity and such amount will be used for no other purpose (net and the holder of out-of-pocket expenses this Note has been provided satisfactory evidence to such effect and, in addition, no such reduction shall occur if the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualtyBTCO Fee has not been fully paid), or such lesser portion of such proceeds as Agent shall elect to apply and to the Obligations; extent not already covered by clauses (w) and (Bx) upon receipt by any Credit Party above, (y) 100% of the proceeds aggregate amount of any asset disposition Dividends and intercompany Indebtedness paid by a Brazilian Holding Entity, and (z) 50% (or 30% after the aggregate unpaid principal amount of personal property not made in the Ordinary Course of Business (other Notes is less than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%$20,000,000) of the net cash proceeds aggregate amount of such asset disposition (net of outDividends and intercompany Indebtedness paid by a Latin American Non-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the ObligationsBrazilian Entity. Notwithstanding the foregoing, in lieu of making a prepayment of the principal amount of the Notes as otherwise required above, upon concurrent notice to the holder hereof, and, if and only if, the conditions set forth in this subsection 2(c)(i) are fully satisfied and all Obligations other than the unpaid principal amount of the Notes have been paid in full, the Company may immediately deposit or cause to be deposited an aggregate amount equal to the aggregate amount of its prepayment obligation into a bank account maintained with an entity designated by the holder or holders of at least a majority of the outstanding principal amount of the Notes (a) so long as no Default or Event which entity may be an Affiliate of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000BTFIC) in which the aggregate holders of Notes have (and the Company has delivered satisfactory evidence to the holder hereof that the holders of Notes have, which satisfactory evidence will include the delivery of an acceptable opinion to such effect, other than with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (xpriority) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interestLien on such account and the funds contained therein, to be held as collateral for the prompt payment and performance of the Obligations (b) the "SALES RESERVE ACCOUNT"). Notwithstanding the foregoing, after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit requirements set forth in Section 4.10 of the LendersPurchase Agreement have been fully satisfied, on account any principal amounts held in the Sales Reserve Account in excess of the Obligationsprincipal amounts that would be held in such account had the requirements set forth in Section 4.10 been fully satisfied as of the date of issuance, shall be released from the Sales Reserve Account and delivered to the Company or its designee.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay use to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to prepay the sum of: (i) all outstanding principal of the Term Credit Facility Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all other Obligations, plus accrued and unpaid interest thereonor any part of its assets permitted hereunder, (ii) any fees payable under the Fee Letters by reason of such prepaymentDebt permitted to be incurred hereunder, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidany insurance claim, and or (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred thirty-three percent (10033%) of such any capital raised through the issuance of equity or cash proceeds (net received from the exercise of out-of-pocket expenses andoutstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the case inverse order of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligationsmaturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (aHII Technologies – Credit Agreement) so long as no Default for (w) the transfer of assets to any Borrower or Event Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of Default has occurred and is continuing, Borrower shall have the option of applying assets the proceeds of any casualty policy up to ($250,000) which are reinvested into like-kind assets in the aggregate with respect business of Borrower or Guarantors within 60 days after such assets are sold and to any property loss in any one year, toward the replacement or repair extent that the current market value of destroyed or damaged property; provided that any such replaced or repaired property (x) asset to be disposed of exceeds $75,000, the Majority Lenders shall be of greater, equal, or like value as the replaced or repaired Collateral and have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, such amount exceed $100,000; and (bz) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit May 2015 Equity Raise (except as set forth in Section 2.02 of the Lenders, on account of the ObligationsThird Amendment).

Mandatory Prepayment. If a Term Credit Facility is accelerated following (a) Immediately upon receipt by Borrower of any Net Cash Proceeds pursuant to (and to the occurrence of an Event of Defaultextent provided in) Section 7.11(a)(ii) hereof, Borrower shall immediately pay use the proceeds of any such assets sales to Agentrepay FIRST, such outstanding Loans (other than the Revolving Credit Loan) as Agent shall determine in its sole discretion and, SECOND, to the then outstanding principal amount of the Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment, with the proceeds of asset sales under Section 7.11(a)(ii), otherwise required pursuant to this Section 2.3(a) to the extent that such prepayment is waived by Agent (at the direction or with the consent of the Required Lenders) in writing. Any prepayment with the proceeds of such asset sales pursuant to this Section 2.3(a) shall be accompanied by all accrued and unpaid interest on the principal amount so prepaid; provided that except in connection with a prepayment in full of the Loans, such accrued and unpaid interest in respect of the Series B Term Loan shall be paid in kind in the same manner as provided in Section 2.7(c). Any prepayments of any Loans pursuant to this Section 2.3(a) shall be applied FIRST, to those portions of such Loans that constitute Index Rate Advances, and NEXT, to those portions of such Loans that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Interest Period for payment such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless GE Capital otherwise directs). Borrower shall use reasonable good faith efforts to each Lender select Interest Periods in accordance respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any mandatory prepayments pursuant to this Section 2.3(a) would in the absence of the previous sentence result in a LIBOR Advance being prepaid prior to the last day of the Interest Period with its respective Pro Rata Sharerespect thereto. Any prepayments of Revolving Credit Advances pursuant to this Section 2.3(a) shall not be available to be reborrowed, and the Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the sum of: (i) all outstanding principal maximum amount of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason proceeds of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (asset sales available to be allocated pro rata among the outstanding applied to reduce Revolving Credit Extensions under Advances pursuant to clause (a) above (even if all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent amounts available pursuant to clause (a) above shall elect to apply not have been applied in prepayment of Revolving Credit Advances due to the Obligations; and (B) upon receipt by any outstanding amount of Revolving Credit Party of Advances being less than the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect sales proceeds available pursuant to apply to the Obligations. Notwithstanding the foregoing, clause (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsabove).

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Twenty-Five Thousand Dollars ($100,00025,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 100,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or an Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred and Fifty Thousand Dollars ($250,000150,000) for property (including real property), in respect of assets upon which Agent maintained has been granted a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 5,000,000 in the aggregate with respect to any property loss in any one year, or series of related property losses toward the replacement or repair of destroyed or damaged property; provided that (I) without limiting the foregoing, any such proceeds of a casualty policy received in connection with the Owned Real Property shall be applied toward replacement and repair of destroyed or damaged property solely to the extent permitted by the Mortgage (including any applicable dollar caps set forth therein), and (II) any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. (a) If a Term Credit Facility is accelerated following the occurrence Borrower receives any Net Proceeds in respect of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereonBorrower or any Restricted Subsidiary resulting in proceeds in excess of $250,000.00, (ii) any fees payable casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Fee Letters by reason Borrower or any Restricted Subsidiary resulting in proceeds in excess of such prepayment$250,000.00, (iii) the Applicable Prepayment Fee as specified in incurrence by the Credit Facility Schedule Borrower or any Restricted Subsidiary of any indebtedness for the Credit Facility being prepaid, and borrowed money (other than under this Agreement) or (iv) all the issuance by the Borrower or any Restricted Subsidiary of shares of its capital stock or other sums that shall have become due and payableequity ownership interests, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay prepay, within five Business Days after such Net Proceeds are received, the Term Credit Facilities (principal amount of Loans outstanding in an aggregate principal amount equal to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: lesser of (A) on 100% of such Net Proceeds and (B) the date on aggregate outstanding principal amount of the Loans; provided that in the case of any prepayment arising from (x) any sale, transfer or other disposition of any property or assets in which any Credit Party the aggregate Net Proceeds received by the Borrower and the Restricted Subsidiaries in the then-current fiscal year exceed $250,000.00 or (or Agent as loss payee or assigneey) receives any casualty proceeds in excess to or condemnation of One Hundred Thousand Dollars ($100,000) for personal propertyany property or assets, if the Borrower shall deliver to the Lender a certificate of an officer of the Borrower to the effect that the Borrower or in excess any Restricted Subsidiary intends to apply the Net Proceeds from such event, within 180 days after receipt of Two Hundred Fifty Thousand Dollars ($250,000) for such Net Proceeds, to acquire real property, equipment or other tangible assets to be used in respect the business of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses andthe Borrower or any Restricted Subsidiary or, in the case of personal propertyinsurance or condemnation proceeds, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party repair or replacement of the proceeds of any asset disposition of personal property not made insured, and in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as each case certifying that no Default or Event of Default has occurred and is continuing, Borrower then no prepayment shall have be required pursuant to this paragraph in respect of such event except to the option of applying the proceeds extent of any casualty policy up to ($250,000) in Net Proceeds therefrom that have not been so applied by the aggregate with respect to any property loss in any one yearend of such 180-day period, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) at which time a prepayment shall be of greater, equal, or like value as required in an amount equal to the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders Net Proceeds that have not been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsso applied.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, [***] in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) [***] of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) [***] of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to [***] ($250,000other than with respect to losses of property comprised of Inventory and Clinical Trial Materials, as to which no dollar limit shall apply) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations. Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaidFee, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Twenty-Five Thousand Dollars ($100,00025,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 100,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following during the occurrence continuance of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on within three (3) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Two Million Dollars ($100,0002,000,000) for personal property, property or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two Million Dollars ($250,0002,000,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced replacement or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interestinterest (subject only to Permitted Liens that may have priority by operation of applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent), and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following The Loans shall be subject to mandatory prepayment, in full, upon the occurrence of any of the following events (each a “Mandatory Prepayment Event”): (i) the closing of any transaction or series of related transactions which results in a Liquidity Event; (ii) the consummation by Holdings of one or more equity or debt financings after the date of this Agreement (excluding the transactions contemplated by the Equity Documents, including the Rights Offering referred to therein) that generate gross proceeds in an Event aggregate amount of Defaultat least $30,000,000 (other than gross proceeds from refinancings of existing indebtedness to the extent not in excess of the principal amount of such existing indebtedness and other than issuances of equity securities to officers, Borrower directors, employees or consultants in the ordinary course of business), in each case, whether in one transaction or a series of transactions; provided, that in the event that Holdings completes an equity financing after the date hereof (and excluding the transactions contemplated by the Equity Documents) in any amount less than $30,000,000 (other than issuances of equity securities to officers, directors, employees or consultants in the ordinary course of business), the Amended Note shall immediately pay be subject to Agent, for payment to each Lender partial mandatory prepayment in accordance with its respective Pro Rata Share, an amount equal to the sum of: lesser of (ia) all outstanding principal $2,000,000 or (b) the aggregate amount of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason proceeds of such prepaymentequity financing (“Partial Mandatory Prepayment”), it being understood and agreed that the maximum aggregate amount of Partial Mandatory Prepayments shall not exceed $2,000,000; (iii) the Applicable Prepayment Fee as specified Borrower shall have four (4) consecutive calendar quarters in the Credit Facility Schedule for the Credit Facility being prepaid, and which it achieves Operating Cash Flow in an aggregate amount of at least $5,000,000 with respect to each such quarter; (iv) all the Company consummates any merger, consolidation or any other sums that combination with another Person in which the resulting entity has an Equity Value of at least $100,000,000 upon the consummation of such; or (v) any Casualty Event with respect to any of Holdings’, Borrower’s or their respective Subsidiaries’ properties or assets in an amount exceeding $100,000, or any of the Cisco Products, in which case, the Loans shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (be subject to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) mandatory prepayment on the date on which any Credit Party Holdings, Borrower or such Subsidiary receives the net proceeds therefrom, in the amount of such proceeds, unless Holdings or Borrower (or Agent as loss payee such Subsidiary) applies all or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) portion of such proceeds (net to the repair or replacement thereof or enters into a binding agreement for the repair or replacement thereof within six months of out-of-pocket expenses and, such Casualty Event and completes such repair or replacement within one year of such Casualty Event; provided that in the case of personal propertyHoldings, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds along with any asset being repaired or replaced with such proceeds shall be contributed to Borrower as Agent shall elect to apply common equity pursuant to the Obligations; terms of this Agreement and (B) upon receipt the Guaranty executed by any Credit Party of the proceeds of any asset disposition of personal property not made Holdings in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsconnection herewith.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately upon written demand pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, upon the written demand of the Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (Ai) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Twenty-Five Thousand Dollars ($100,00025,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; Obligations and (Bii) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated (a) On any date after the Closing Date such amounts are received by, or for the account of, Borrower, the following the occurrence of an Event of Default, Borrower amounts shall immediately pay be paid to Agent, for payment to each Lender in accordance the form received with its respective Pro Rata Share, an amount equal to the sum ofany endorsement or assignment: (i) all outstanding principal 100% of the Term Credit Facility and all Net Proceeds from the issuance of any Debt (other Obligations, plus accrued and unpaid interest thereon, than Permitted Debt); (ii) 100% of the proceeds from any fees payable Insurance Proceeds in respect of any casualty event affecting Collateral; provided that, subject to the draw and disbursement requirements below, so long as there is not then any Potential Default or Default under the Fee Letters Loan Documents, Borrower shall be permitted to use applicable Insurance Proceeds to purchase like kind replacement Collateral or repair any such Collateral affected by reason such casualty event of the same or substantially similar quality so that such Collateral is usable to the same extent as it was usable before suffering such casualty event, and such proceeds are used or committed to be used for such purchase or repair of such prepaymentCollateral within ninety (90) days after the date such proceeds are received; provided, however, that in the event that the amount of any such Insurance Proceeds in respect of any such casualty event available for any such purchase or repair exceeds $2,500,000, such Insurance Proceeds shall be held by Lender and thereafter be provided to Borrower pursuant to draw and disbursement procedures reasonably agreed to by Lender and Borrower following customary practices in the real estate lending market in the State of Texas; (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) 100% of all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, Eminent Domain Proceeds in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the ObligationsEminent Domain Event affecting Collateral; and (B) upon receipt by any Credit Party iv)100% of the proceeds Net Proceeds from the Disposition of any asset disposition of personal property not made in the Ordinary Course of Business Collateral (other than transfers proceeds of a Disposition permitted by Section 7.1) an amount equal 9.4). The non-cash portion of all Net Proceeds that Lender is entitled to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such assetreceive under this Section 2.4(a), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as pledged to Lender concurrently with the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsapplicable Disposition.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower Xxxxxxxx shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars [***] ($100,000[***]) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained has been granted a Lien, an amount equal to one hundred percent [***] (100[***]%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon within five (5) Business Days after receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent [***] (100[***]%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to [***] ($250,000[***]) in the aggregate with respect to any property loss in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (Ai) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Twenty-Five Thousand Dollars ($100,00025,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (Bii) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If In the event of a Term Credit Facility is accelerated Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in KPT (other than with respect to certain "contingent value rights", as to which the following sentence shall govern) or AAC III, or upon a Transfer of Equity Interests in or control of Lazard Freres REI, or change in the occurrence general partner of an Event any of DefaultLFSRI II, LFSRI II Alternative and LFSRI-CADIM, the entire Indebtedness shall become immediately due and payable, together with the Exit Fee and any applicable Prepayment Premium. In the event of a Transfer of any of the "contingent value rights" in KPT owned by any member of the Borrower shall immediately pay to AgentControl Group, for payment to each Lender in accordance with its respective Pro Rata Share, an amount a portion of the Indebtedness equal to the sum of: (i) all outstanding principal lesser of the Term Credit Facility Net Proceeds of such Transfer and the outstanding Indebtedness, together with any applicable Prepayment Premium, shall become immediately due and payable (a "CVR Payment"); provided, however, that Lender shall have the right, in its sole discretion, to reject all other Obligations, plus accrued and unpaid interest thereon, (ii) or any fees payable under the Fee Letters by reason portion of such prepayment, (iii) in which event Borrower shall have no right or obligation to prepay the Applicable Prepayment Fee as specified amount so rejected by Lender. In the event that any Transfer of assets of an Operating Company in the Credit Facility Schedule for nature of a capital transaction ("Capital Transaction"), whether in one transaction or a series of transactions, yields to such Operating Company amounts used to pay Dividends and Distributions to the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at Borrower or any member of the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) Control Group in the following amounts: aggregate amount of $2.5 million (the "Threshold") then an amount of the Principal Indebtedness, less any applicable Prepayment Premium, equal to the lesser of (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds all Dividends and Distributions from such Operating Company in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal the Threshold attributable to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; more Capital Transactions and (B) upon the outstanding Indebtedness, together with the applicable Prepayment Premium, shall become due and payable five (5) Business Days after receipt thereof by Borrower or any Credit Party member of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset)Borrower Control Group, or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoingapplicable; provided, (a) so long as no Default or Event of Default has occurred and is continuinghowever, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) no such prepayment shall be required until the portion of greaterthe Principal Indebtedness to be so prepaid is at least $1,000,000, equal, or like value as the replaced or repaired Collateral and (y) Lender shall have the right, in its sole discretion, to reject all or any portion of any such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender, but Borrower shall not thereby be released from the obligation to make further prepayments hereunder. There shall be a separate Threshold for each Operating Company. No rejection by Lender of a prepayment pursuant to the terms hereof shall be deemed Collateral to constitute a release or waiver of the requirements of the Deposit Account Agreement regarding deposit and disposition of Dividends and Distributions. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in Xxxxxxxxxx or Intown, a portion of the Indebtedness (calculated as set forth in the following sentence) together with any applicable Prepayment Premium shall become immediately due and payable. The amount of the Indebtedness required to be prepaid shall be equal to the lesser of (i) the Net Proceeds of such Transfer (or, if such Transfer is in respect of Xxxxxxxxxx, 50% thereof) and (ii) the outstanding Indebtedness. Any pre-payment hereunder shall be made only with sixty (60) days' prior written notice (which Agent and Lenders have been granted a first priority security interestnotice may be revoked by Borrower as long as such notice specifies that it is revocable), and at least thirty (b30) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsdays but not more than ninety (90) days' irrevocable prior notice.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the first Business Day after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Million Dollars ($100,0001,000,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds in excess of $500,000 per fiscal year from such asset disposition (net of out-of-of- pocket expenses and repayment of any permitted purchase money debt encumbering such assetasset and taxes actually incurred and paid or reasonably estimated to be payable as a result of such disposition), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy such proceeds, up to ($250,000) 1,000,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged such property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If Subject to the third sentence of this Section 2(c), if United sells, directly or indirectly, (i) any New UPC Common Stock or assets sold by UPC to United, the purchase of which New UPC Common Stock or assets was taken into account for purposes of calculating the Deferral Amount (any such New UPC Common Stock or assets, "DEFERRAL AMOUNT PROPERTY") or (ii) any Non-Cash Consideration (as defined below) that (A) constitutes proceeds (in one transaction or a Term Credit Facility is accelerated series of transactions) of Deferral Amount Property and (B) was received in a Qualifying Sale (as defined below) (any such Non-Cash Consideration, "QUALIFYING Proceeds"), United shall, within two Business Days following such sale, make a prepayment of the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender Notes in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition sale. For purposes of calculating the amount of such net proceeds, if any consideration received in such sale consists of consideration other than cash such consideration shall be valued at its fair market value at the time of the consummation of such sale. If a sale of Deferral Amount Property or Qualifying Proceeds has been approved by the required vote of the Board of Directors of United and the affirmative vote of a majority of the Class C Directors (net as defined in the Restated Certificate of out-of-pocket expenses Incorporation of United) or, if there are no Class C Directors at the time of such approval, of the Liberty Directors (as defined in the Standstill Agreement, dated January 30, 2002, among United, Liberty, Liberty Global, Inc. and repayment of any permitted purchase money debt encumbering Liberty UCOMA, LLC) (such asseta sale, a "QUALIFYING SALE"), or United shall not be required to make such lesser portion as Agent shall elect to apply a prepayment of the Notes to the Obligationsextent that the consideration received in such Qualifying Sale consists of consideration other than cash or Cash Equivalents ("NON-CASH CONSIDERATION"). Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up Any prepayments pursuant to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (xthis Section 2(c) shall be of greatercredited first toward interest then accrued on the Notes and the remainder, equalif any, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationscredited toward principal.

Mandatory Prepayment. If a Term Credit Facility is accelerated following any Loan Party receives any net cash proceeds (1) during the occurrence Waiver Period or (2) in connection with any Disposition (as defined below) entered into, committed to or consummated prior to or during the Waiver Period, in each case, from (i) any sale or other disposition of an Event any of Default, Borrower shall immediately pay to Agent, for payment to each Lender its notes receivable or accounts receivable made in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal Section 9.10 of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereonAgreement, (ii) the consummation, whether in a single transaction or a series of transactions, of any fees payable sale, assignment, farm-out, conveyance or other transfer of any Property made in accordance with Section 9.12 of the Credit Agreement (other than to the extent permitted by clause (a) of Section 9.12 of the Credit Agreement) or (iii) any Swap Liquidation in respect of commodities made in accordance with clause (d) of Section 9.18 of the Credit Agreement (other than any Swap Liquidation (including in respect of the Liquidation of any transaction thereunder) of the Swap Agreement between the Borrower and Shell Trading Risk Management LLC) (the transactions contemplated by the foregoing clauses (i), (ii) and (iii), “Dispositions”), in each case, the Borrower shall (x) prepay, without duplication of any other prepayment required under the Fee Letters Credit Agreement (including in connection with any Borrowing Base Deficiency), an aggregate principal amount of outstanding Borrowings equal to 100% of such net cash proceeds immediately upon any Loan Party’s receipt of such net cash proceeds and (y) reduce the Aggregate Elected Commitment Amounts (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) by reason the amount of such prepayment; provided, that the foregoing shall not require any prepayment in connection with a Swap Liquidation to the extent that upon any such Liquidation, the Liquidated Swap Agreement (iiior transaction thereunder) is replaced, in a substantially contemporaneous transaction, with one or more Swap Agreements or transactions with approximately the Applicable Prepayment Fee same xxxx-to-market value and without the receipt by any Loan Party of any net cash proceeds as specified a result thereof. Notwithstanding anything to the contrary in Sections 9.10, 9.12 or 9.18 of the Credit Facility Schedule for Agreement to the Credit Facility being prepaidcontrary, and (iv) all other sums the Loan Parties agree that shall have become due and payable, including Protective Advances. Additionally, at 100% of the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, aggregate consideration received in respect of assets upon which Agent maintained a Lienany sale, an amount equal to one hundred percent disposition or Swap Liquidation permitted by such Sections shall consist of cash or Cash Equivalents. For the avoidance of doubt, prepayment obligations arising under this clause (100%a) of such proceeds (net of out-of-pocket expenses and, shall survive in the case of personal property, repayment respect of any permitted purchase money debt encumbering Disposition committed to or consummated during the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of Waiver Period for which the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) thereof are not received until after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit expiration of the Lenders, on account of the ObligationsWaiver Period.

Mandatory Prepayment. If a Term Credit Facility is accelerated following any Loan Party or any Subsidiary receives Net Cash Proceeds from any Disposition or Extraordinary Receipt or Net Casualty Proceeds, the occurrence of an Event of Default, Borrower shall immediately pay notify the Lenders and the Agent in writing thereof. Unless the Required Lenders have sent written notice to Agentthe Borrower, for payment to each Lender by the third Business Day after the date on which the applicable Loan Party or Subsidiary received such proceeds, the Borrower shall prepay the Obligations within five Business Days after such receipt in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason 100% of such prepayment, Net Cash Proceeds from any Disposition or Extraordinary Receipt or Net Casualty Proceeds (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds amount as Agent shall elect to apply the Required Lenders may specify) (together with payment to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligationsamounts described in Section 2.12.2); provided, however, that the Loan Parties may, in lieu of such prepayment, retain a portion of such Net Casualty Proceeds and Net Cash Proceeds from Extraordinary Receipts (but not, for clarity, Net Cash Proceeds from Dispositions) in an aggregate amount not to exceed $250,000 in any Fiscal Year and $750,000 in any period of three consecutive Fiscal Years, so long as such Net Casualty Proceeds and Net Cash Proceeds from Extraordinary Receipts (y) are used to repair or replace the assets damaged, destroyed or condemned with like or similar assets of substantially equal or better value or utility or are otherwise reinvested in assets (other than inventory (raw or finished goods)) then used or usable in the business of the Loan Parties, in each case, within 180 days (or such longer period of time as the Required Lenders shall approve in their sole discretion, such approval not to be unreasonably withheld as long as the Borrower is and has been diligently working to repair or replace the damaged asset but not longer than an additional 180 days) of receipt of such proceeds, and (z) are utilized by the Loan Parties for purposes that are not inconsistent with this Agreement and the other Loan Documents.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay use to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to prepay the sum of: (i) all outstanding principal of the Term Credit Facility Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all other Obligations, plus accrued and unpaid interest thereonor any part of its assets permitted hereunder, (ii) any fees payable under the Fee Letters by reason of such prepaymentDebt permitted to be incurred hereunder, or (iii) any insurance claim. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Applicable Prepayment Fee as specified Term Loan in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election inverse order of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligationsmaturity. Notwithstanding the foregoing, no prepayment shall be required for (ax) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (y) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition, and (z) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000. Notwithstanding the foregoing, in the event Borrower raises capital through the issuance of equity or receives cash proceeds from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors (an “Equity Raise”), such Equity Raise shall not be subject to a mandatory prepayment under this Section 4.2(b), so long as no Default or Event of Default has occurred and is continuingexists at the time of such Equity Raise; provided, that Borrower shall have the option not use any of applying the proceeds of the Equity Raise to redeem or prepay any casualty policy up to other Debt ($250,000) other than accounts payable incurred in the aggregate with respect to any property loss in any one year, toward ordinary course of business without the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit prior written consent of the Majority Lenders, on account of the Obligations).

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred and Fifty Thousand Dollars ($250,000150,000) for property (including real property), in respect of assets upon which Agent maintained has been granted a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon within five (5) Business Days of receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 5,000,000 in the aggregate with respect to any property loss in any one year, or series of related property losses toward the replacement or repair of destroyed or damaged property; provided that (I) without limiting the foregoing, any such proceeds of a casualty policy received in connection with the Owned Real Property shall be applied toward replacement and repair of destroyed or damaged property solely to the extent permitted by the Mortgage (including any applicable dollar caps set forth therein), and (II) any such replaced or repaired property (x) shall be of greater, equal, or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.. Midcap / MannKind / Credit and Security Agreement

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Credit Facility and all other Obligations, plus accrued and unpaid interest thereon, (ii) any fees payable under the Fee Letters by reason of such prepayment, (iii) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (iv) all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower Xxxxxxxx shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Five Hundred Thousand Dollars ($100,000500,000) for personal property, or in excess of Two Hundred Fifty Thousand Dollars ($250,000) for real property, in respect of assets upon which Agent ​ ​ MidCap / Ocular / 4th A&R Credit Agreement maintained a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any permitted purchase money debt encumbering the personal property that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations. Notwithstanding the foregoing, (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to ($250,000) 500,000 in the aggregate with respect to any property loss in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (x) shall be of greater, equal, equal or like value as the replaced or repaired Collateral and (y) shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.. ​