Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).

Mandatory Prepayments and Commitment Reductions. (a) Same as Existing Credit Agreement, except: (i) Subject to the last paragraph excess cash flow prepayment provision in the Existing Credit Agreement shall be replaced by a new provision providing that, in respect of this Section 5.02(aeach of (x) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the second half of fiscal year ending December 312016 and (y) fiscal year 2017, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) % of Consolidated Excess Cash Flow (if anyto be defined in a manner consistent with the Existing Credit Agreement with such modifications mutually agreed by the parties) for such fiscal year, period shall be used to be applied as set forth in Section 5.02(a)(ixprepay the Term Loans (the “Excess Cash Flow Sweep”); provided, provided that if, any voluntary prepayment of Term Loans made during each such period shall be credited against excess cash flow prepayment obligations for such period on a dollar-for-dollar basis; (ii) the Extraordinary Receipts prepayment provisions in the Existing Credit Agreement shall be modified to (i) include all proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings with respect to or otherwise connected to the Deer Run mine (“Hillsboro Business Interruption Insurance Proceeds”) in the definition of “Extraordinary Receipts”, (ii) permit Extraordinary Receipts constituting insurance proceeds (other than Hillsboro Business Interruption Insurance Proceeds) to be used to repay any fiscal year in which a mandatory prepayment pursuant purchase money, capital lease or other project-level Indebtedness permitted under the Credit Agreement (including the Longwall Financing Arrangements) that is secured by Liens on such insurance proceeds (or assets and property that gave rise to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (Binsurance proceeds) to the extent not funded with required under the proceeds of documents governing such Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment as in effect as of the later to occur of (x) the Effective Date and (y) the time of the event giving rise to such insurance proceeds, and (iii) provide that the Hillsboro Business Interruption Insurance Proceeds are not subject to reinvestment rights or the 100% prepayment requirement, but 50% thereof shall be used to prepay the Term Loans (to and the extent permitted hereunder) made during such fiscal year and, at remaining 50% may be retained by the Borrower’s option. (iii) the aggregate commitments under the Revolving Facility shall be reduced on a pro rata basis on December 31, during the period after the end of such fiscal year 2016 to $450 million, without premium or penalty; and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect iv) Section 2.05(c)(i)(A) of the prior fiscal year Existing Credit Agreement shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is madebe revised to include a reference to Section 7.05(r).

Mandatory Prepayments and Commitment Reductions. If any Indebtedness shall be incurred by any Group Member (a) (i) Subject other than any Indebtedness permitted to the last paragraph of this be incurred by any such Person in accordance with Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”7.2), commencing with the fiscal year ending December 31concurrently with, 2021and as a condition to closing of such transaction, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) to 100% of Consolidated Excess the Net Cash Flow (if any) for such fiscal year, to Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (g) of this Section 5.02(a)(ix); provided2.11. Subject to clause (d) of this Section 2.11, that if, with respect to for any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise dueExcess Cash Flow Period, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratiothere shall be Excess Cash Flow, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent the excess of (25%i) the ECF Percentage for such period of Consolidated such Excess Cash Flow over (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (Bii) to the extent not funded with (x) the proceeds of Indebtedness constituting “long term indebtedness” (or a comparable caption) under GAAP (other than Indebtedness in respect of any revolving credit facility) or (y) the proceeds of Permitted Cure Securities applied pursuant to Section 9.4, the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder, (2) voluntary prepayments of Term Loans and Revolving Loans made by the Borrower (but, in the case of Revolving Loans, only to the extent funded of a concurrent and permanent reduction in the Revolving Commitments ) and (3) voluntary prepayments and repurchases (to the extent of the actual cash purchase price paid for such loan buyback and not the par value) of Indebtedness (other than the Obligations) that are First Lien Obligations, in each case during such Excess Cash Flow Period or following such Excess Cash Flow Period and prior to such Excess Cash Flow Application Date shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (g) of this Section 2.11; provided that no such prepayment shall be required to be made if the payment would be an amount less than $10,000,000. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than (i) ten (10) Business Days after the date on which the financial statements of the Initial Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders or (ii) if such financial statements are actually delivered prior to the date on which they are required to be delivered pursuant to Section 6.1(a), the last Business Day of the calendar month in which such financial statements are actually delivered (but in no event later than the date set forth in clause (i) of this sentence). Any prepayment amounts credited pursuant to clause (ii) against such amount in clause (i) above shall be without duplication of any such credit in any prior period or subsequent period. Subject to clause (d) of this Section 2.11, if, on any date, the Initial Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $20,000,000 in any fiscal year, then, unless the Initial Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), an aggregate amount equal to the Asset Sale Percentage of such Net Cash Proceeds shall be applied within five (5) Business Days of such date to prepay (A) outstanding Term Loans in accordance with this Section 2.11 and (B) at the Initial Borrower’s option, outstanding Indebtedness that constitutes First Lien Obligations (collectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, within five (5) Business Days following each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in Section 2.11(g). Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate Outstanding Amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that the Initial Borrower has determined in good faith that (i) any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Subsidiary or Excess Cash Flow attributable to Subsidiaries (or branches of Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the relevant Borrower(s) (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors), (ii) such repatriation would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officers) or (iii) in the case of Foreign Subsidiaries, such repatriation or any distribution of the relevant amounts would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.11 but may be retained by the applicable Subsidiary or branch (the Initial Borrower hereby agreeing to cause the applicable Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law, presenting a material risk as described in clause (ii) above, or incurring material adverse Tax consequences; provided, however, that no such commercially reasonable actions shall be required to be taken later than 12 months after the date on which the proceeds of equityTerm Loans were or would have been required to be prepaid hereunder using the proceeds of the applicable Asset Sale, Recovery Event or Excess Cash Flow), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such proceeds repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than ten (10) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11. In the event the aggregate Outstanding Amount of Revolving Loans, L/C Obligations and Swingline Loans at any time exceeds (the “Revolving Excess”) the Total Revolving Commitments then in effect, the Borrowers shall immediately repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess. The Borrower Representative shall deliver to the Administrative Agent notice substantially in the form of Exhibit L or such other form as approved by the Administrative Agent of each prepayment required under this Section 2.11 not increase less than three (3) Business Days (or such shorter time as the Administrative Agent shall reasonably agree) prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Representative no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Xxxxxx’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Subject to any requirements of any other basket hereunder)Indebtedness, any Declined Proceeds may be retained by the Borrowers (such retained amount, the sum “Retained Declined Proceeds”). The Borrower Representative shall deliver to the Administrative Agent, at the time of all voluntary each prepayment required under this Section 2.11, a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the amount of such prepayment. Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.17(b); provided that at any time after the Term Loans have been repaid or prepaid in full, the provisions of this sentence notwithstanding, any prepayments required by this Section 2.11 shall be applied first, to prepay any outstanding Revolving Loans, and second, to Collateralize any outstanding Letters of Credit, in each case, without any reduction of the Revolving Commitments. The application of any prepayment of Loans pursuant to this Section 2.11 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are ABR Loans (to the extent permitted hereunderall Revolving Loans are not being prepaid) made during such fiscal year and, at and Swingline Loans) shall be accompanied by accrued interest to the Borrower’s option, during the period after the end date of such fiscal year prepayment on the amount prepaid. Notwithstanding any of the other provisions of this Section 2.11, so long as no Default shall have occurred and before be continuing, if any prepayment of Eurodollar Loans or Term SOFR Loans is required to be made under this Section 2.11 other than on the last day of the Interest Period applicable thereto, the applicable ECF Payment Date (providedBorrower may, that in its sole discretion, deposit the amount of any such prepayment otherwise required to be made after thereunder with the end Administrative Agent, to be held as security for the obligations of the applicable Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent until the last day of such fiscal year but before Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of such Eurodollar Loans or Term SOFR Loans in accordance with this Section 2.11 (determined as of the date such prepayment was required to be originally made); provided that such unpaid Eurodollar Loans or Term SOFR Loans shall continue to bear interest in accordance with Section 2.15 until such unpaid Eurodollar Loans or Term SOFR Loans have been prepaid. Upon the occurrence and during the continuance of any Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount to the prepayment of the applicable ECF Payment Date that Borrower elects to deduct from the payment required under Eurodollar Loans or Term SOFR Loans in accordance with this provision in respect Section 2.11 (determined as of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which date such payment is prepayment was required to be originally made). Notwithstanding anything to the contrary contained in this Agreement, any amounts held by the Administrative Agent pursuant to this subsection (h) pending application to any Eurodollar Loans or Term SOFR Loan shall be held and applied to the satisfaction of such Eurodollar Loans or Term SOFR Loans prior to any other application of such property as may be provided for herein.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) ), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Company or any Subsidiary (iexcluding any Indebtedness incurred in accordance with Section 7.03), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans. (b) Subject If on any date the Company or any Subsidiary shall receive Net Cash Proceeds from any single Disposition or Recovery Event, or series of related Disposition or Recovery Events, exceeding $10,000,000 in the aggregate, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the last paragraph of this Section 5.02(a) and subject Reinvestment Prepayment Amount with respect to the Intercreditor Agreementrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans. (c) If, on or prior to for any fiscal year of the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), Company commencing with the fiscal year ending December March 31, 20212018 there shall be Excess Cash Flow, on the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated relevant Excess Cash Flow Application Date (if anydefined below), an amount, equal to (x) the ECF Percentage of such Excess Cash Flow for such fiscal yearyear minus (y) optional prepayment of the Loans (except prepayments of Revolving Loans that are not accompanied by a corresponding permanent reduction of Revolving Commitments) pursuant to Section 2.10(a) other than to the extent that any such prepayment is funded with the proceeds of Funded Debt, to shall be applied toward the prepayment of the Term Loans as set forth in Section 5.02(a)(ix2.11(d); provided. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Company referred to in Section 6.1(a), that if, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) The application of any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due2.11 shall be made, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal first, to 0.50x less than the applicable Closing Date Leverage RatioBase Rate Loans and, then the Borrower shall prepay the Loans in an amount equal second, to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary Eurocurrency Rate Loans. Each prepayment of the Loans (under Section 2.11 shall be accompanied by accrued interest to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end date of such fiscal year and before prepayment on the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (i) Subject to the last paragraph of this excluding any Indebtedness permitted in accordance with Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth 7.2 (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”other than Term Loan Refinancing Indebtedness)), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) to 100% of Consolidated Excess the Net Cash Flow (if any) for such fiscal year, to Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 5.02(a)(ix2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Asset Sale Percentage of such Net Cash Proceeds shall be applied within 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that if, with respect to the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events in any fiscal year is less than $50,000,000 (it being understood that only amounts in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day excess of such fiscal year is (x) equal thresholds shall be required to 0.50x less than the applicable Closing Date Leverage Ratiobe applied to any prepayment); provided further that on each Reinvestment Prepayment Date, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of Consolidated Excess the Term Loans as set forth in Section 2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Flow (if any) for such fiscal year, Proceeds may be applied towards the prepayment or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) purchase of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) Pari Passu Secured Indebtedness to the extent not funded the documentation governing such Indebtedness requires such a prepayment or purchase with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase Net Cash Proceeds from any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).Asset Sale or 56 0000-0000-0000 v.2

Mandatory Prepayments and Commitment Reductions. (a) As long as an Overadvance Amount is outstanding, the Senior Credit Facility will be prepaid by an amount equal to (i) Subject 100% of the net cash proceeds of all asset sales by the Borrower or any subsidiary of the Borrower (including sales of stock of subsidiaries), subject to de minimus baskets and reinvestment provisions to be agreed upon and net of selling expenses and taxes to the last paragraph of this Section 5.02(aextent such taxes are paid; (ii) and subject 75% (if the Funded Debt to EBITDA Ratio (to be defined in the Intercreditor Agreement, on loan documentation) is equal to or prior greater than 3.0: 1) or 50% (if the Funded Debt to the tenth (10th) Business Day after the date on which the Borrower EBITDA Ratio is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal toless than 3.0: (A) fifty percent (50%1) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth defined in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment the loan documentation) pursuant to this Section 5.02(a)(ian annual cash sweep arrangement; (iii) is otherwise due100% of the net cash proceeds from the issuance of any debt (excluding certain permitted debt to be agreed) by the Borrower or any of its subsidiaries; and (iv) 100% of the net cash proceeds from the issuance of equity by the Borrower or any of its subsidiaries. In addition to the foregoing, the Total Leverage Ratio as outstanding Overadvance Amount will be reduced in accordance with the following schedule: Date Reduction Amount ---- ---------------- November 4, 2000 TBD January 31, 2001 TBD February 28, 2001 TBD March 31, 2001 TBD April 30, 2001 TBD May 31, 2001 TBD OPTIONAL PREPAYMENTS AND COMMITMENT REDUCTIONS: The Borrower may prepay the Senior Credit Facility in whole or in part at any time without penalty, subject to reimbursement of the last day Lenders' breakage and redeployment costs in the case of such fiscal year is (x) equal to 0.50x less than prepayment of LIBOR borrowings. The unutilized portion of any commitment under the applicable Closing Date Leverage Ratio, then Senior Credit Facility in excess of the stated amount of all Letters of Credit may be irrevocably canceled by the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, whole or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)part.

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Facilities Majority Lenders shall otherwise agree, if any Fill-in Equity Proceeds shall be received, any Capital Stock shall be sold or issued (but only when the Consolidated Leverage Ratio is equal to or greater than 5.00 to 1.00), or any Indebtedness shall be incurred, by any of the Holding Companies, any of the Borrowers or any of their Subsidiaries (excluding (i) Subject to any Indebtedness incurred in accordance with Section 7.2 as in effect on the last paragraph date of this Section 5.02(a) and subject to the Intercreditor Agreement, on (ii) any Indebtedness of Avalon Cable the proceeds of which are used to fund ABRY Bridge Subordinated Debt, (iii) any ABRY Bridge Subordinated Debt, (iv) any Permitted Refinancing Indebtedness, (v) the Exchange Notes, (vi) any Indebtedness incurred by any Holding Company in connection with a borrowing from any other Holding Company, (vii) any Capital Stock issued by Avalon Cable to fund Avalon Cable Indebtedness, (viii) any Capital Stock issued to finance Capital Expenditures or prior Investments permitted hereunder, (ix) any Indebtedness constituting a Guarantee Obligation and (x) resales of common equity or common equity options of Avalon Cable referred to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to in Section 9.01(d)(iii) (the “ECF Payment Date”7.6(b)), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) , without duplication, 100% of Consolidated Excess such Fill-in Equity Proceeds and of the Net Cash Flow (if any) for Proceeds of such fiscal year, to issuance of Capital Stock or incurrence of Indebtedness shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Tranche A Term Loan Commitments and Revolving Credit Commitments as set forth in Section 5.02(a)(ix2.11(d); , provided that the Net Cash Proceeds of the Senior Discount Notes and any such Fill-in Equity Proceeds may be applied to prepay the Indebtedness under the Bridge Credit Agreement and the Exchange Note Indenture and, thereafter, to prepay the Indebtedness under the ABRY Bridge Subordinated Debt described in clause (a)(i) of the definition of such term and Permitted Refinancing Indebtedness in respect thereof before any portion of such Net Cash Proceeds and Fill-in Equity Proceeds shall be applied in accordance with this Section and provided, further, that if, with respect to any fiscal year certain other circumstances in which a mandatory prepayment pursuant to the requirements of this Section 5.02(a)(i2.11(a) is otherwise due, are modified are set forth in the Total Leverage Ratio as of the last day of such fiscal year is (x) equal second proviso to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is madeSection 7.2(f)(i).

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix5.02(a)(viiiix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) ), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject Not later than the first Business Day following the date of receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Borrower shall notify the Administrative Agent of such receipt. On the first Business Day following the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Revolving Commitments shall be reduced by an amount equal to the last paragraph aggregate amount of this such Net Cash Proceeds, and if after giving effect to any such reduction in the Revolving Commitments, the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in each case pursuant to and in accordance with Section 5.02(a) 2.9(e); provided that, so long as no Default or Event of Default shall have occurred and subject be continuing, the Borrower may, with respect to the Intercreditor Agreementany Specified Asset Sale, on or prior to the tenth date of the required commitment reduction, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that the Borrower intends to cause such Net Cash Proceeds (10thor a portion thereof specified in such certificate) Business Day to be reinvested in long-term assets that are used or useful in the business of the Borrower and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date on thereof, no Default or Event of Default has occurred and is continuing, in which case no reduction in Revolving Commitments shall occur with respect to the Borrower is required amount intended to deliver a Compliance Certificate pursuant be so reinvested as set forth in such certificate; provided further that the Revolving Commitments shall be reduced by an amount equal to Section 9.01(d)(iii) (the “ECF Payment Date”)aggregate amount of such Net Cash Proceeds that are not so reinvested by the end of such period, commencing with and if after giving effect to any such reduction in Revolving Commitments, the fiscal year ending December 31, 2021aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall prepay repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment each case pursuant to this and in accordance with Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made2.9(e).

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph Reserved (ii) If a Change of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021Control occurs, the Borrower shall prepay the entire principal amount of the Loans on or prior to the date which is ninety (90) days after the date of such Change of Control and the Total Revolving Credit Commitments shall be permanently reduced to $0. (iii) The Borrower shall notify the Agent in writing of any mandatory prepayment of Loans and corresponding reduction of the Total Revolving Credit Commitments required to be made pursuant to clauses (i) through (ii) of this Section 2.3(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Xxxxxx’s pro rata share of the prepayment. Any Lender (a “Declining Lender”, and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to the Loans held by such Lender pursuant to clause (i) of this Section 2.3(b) not be made, in which event the portion of such prepayment or commitment reduction which would otherwise have been applied to the Loans of the Declining Lenders shall instead be retained by the Borrower. If a Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. (iv) If for any reason the aggregate amount of Loans outstanding at any time exceeds the aggregate Total Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an aggregate amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)excess. 2.4.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix5.02(a)(viii); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph Reserved (ii) If a Change of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021Control occurs, the Borrower shall prepay the entire principal amount of the Loans on or prior to the date which is ninety (90) days after the date of such Change of Control and the Total Revolving Credit Commitments shall be permanently reduced to $0. (iii) The Borrower shall notify the Agent in writing of any mandatory prepayment of Loans and corresponding reduction of the Total Revolving Credit Commitments required to be made pursuant to clauses (i) through (ii) of this Section 2.3(b) at least three (3) U.S. Government Securities Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Xxxxxx’s pro rata share of the prepayment. Any Lender (a “Declining Lender”, and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to the Loans held by such Lender pursuant to clause (i) of this Section 2.3(b) not be made, in which event the portion of such prepayment or commitment reduction which would otherwise have been applied to the Loans of the Declining Lenders shall instead be retained by the Borrower. If a Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. (iv) If for any reason the aggregate amount of Loans outstanding at any time exceeds the aggregate Total Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an aggregate amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)excess. 2.4.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject With respect to the last paragraph 364-Day Tranche Loans only, in the event that the Company or any of this Section 5.02(aits Subsidiaries receives following the Commitment Letter Date any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale, then (A) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Closing Date”), commencing with the fiscal year ending December 31, 2021, the Borrower 364-Day Tranche Commitments shall prepay the Loans be automatically and permanently reduced in an amount equal to: to 100% of such Net Cash Proceeds on the date of such receipt by the Company or such Subsidiary of such Net Cash Proceeds (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, including with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(iDebt Issuance or Equity Issuance into escrow), or (B) is otherwise dueon or after the Closing Date, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower Company shall prepay the 364-Day Tranche Loans in an amount equal to twenty-100% of such Net Cash Proceeds not later than five percent Business Days following such receipt by the Company or such Subsidiary of such Net Cash Proceeds (25%but not including the Net Cash Proceeds of a Debt Issuance or Equity Issuance into escrow unless and until such proceeds are released from escrow). The Company shall promptly, within three Business Days, notify the Administrative Agent upon the receipt by the Company or such Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All such amounts pursuant to this Section 2.11(b) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal shall be applied to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the 364-Day Tranche Loans in an amount equal to zero percent on a pro rata basis amongst 364-Day Tranche Lenders (0%or, as between Lenders which are affiliated with each other, as they may otherwise determine and notify the Administrative Agent) of Consolidated Excess Cash Flow (if any) for and such fiscal year; minus (B) amounts prepaid may not be reborrowed. Prepayments shall be accompanied by accrued interest to the extent not funded with required by Section 2.13 and shall be made in the proceeds manner specified in Section 2.18(a). All Commitment Fees accrued until the effective date of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment termination of the Loans (to 364-Day Tranche Commitments shall be paid on the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end effective date of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)termination.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to To the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate extent Excess Proceeds exist pursuant to Section 9.01(d)(iii) 7.6 requiring an Asset Sale Offer (such amount of Excess Proceeds, the “ECF Payment DateAsset Sale Prepayment Amount”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied and except as set forth in Section 5.02(a)(ix2.12(c); provided, that ifto the extent (i) the First Lien Term Loan Lenders reject an Asset Sale Offer, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i2.12(a) is otherwise due, the Total Leverage Ratio as of the last day First Lien Credit Agreement or (ii) there remains Excess Proceeds after the prepayment of such fiscal year is (xthe First Lien Term Loan Lenders as set forth in Section 2.12(a) equal to 0.50x less than of the applicable Closing Date Leverage RatioFirst Lien Credit Agreement, then the Borrower shall prepay give the Loans Administrative Agent written notice requesting that the Administrative Agent prepare and provide to each Lender a notice (each, an “Asset Sale Prepayment Option Notice”) as described below in this paragraph. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Lender an Asset Sale Prepayment Option Notice, which will include an offer by the Borrower to prepay, at par, subject to Section 2.11(b) but otherwise without premium or penalty on the date that is 15 Business Days following the date of the Asset Sale Prepayment Option Notice, the Loan of such Lender by an amount equal to twenty-five percent (25%) such Lender’s Term Loan Percentage of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal the remaining Asset Sale Prepayment Amount. Each Lender shall return a completed Asset Sale Prepayment Option Notice to 1.00x less the Administrative Agent no later than 5 Business Days prior to the mandatory prepayment date specified in the applicable Closing Date Leverage RatioAsset Sale Prepayment Option Notice (each an “Asset Sale Mandatory Prepayment Date”), then with the failure to so return such notice being deemed to constitute a rejection of the relevant prepayment offer. On each Asset Sale Mandatory Prepayment Date, the Borrower shall pay to the Lenders the aggregate amount necessary to prepay that portion of the outstanding Loans in an amount equal to zero percent (0%) respect of Consolidated Excess Cash Flow (if any) for which such fiscal year; minus (B) to Lenders have accepted prepayment as described above in this paragraph on a pro rata basis. To the extent the Lenders do not funded with accept the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment offer or there remains Excess Proceeds after prepayment of the Loans (Loans, subject to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s optionobligations under the First Lien Loan Documents, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that Borrower shall be entitled to keep any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated remaining Excess Cash Flow for the fiscal year in which such payment is made)Proceeds.