Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtNotes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If Upon any redetermination of or any other adjustment to the amount of the Borrowing Base in accordance with Section 2.4 (other than in accordance with Section 2.4(e)) or otherwise pursuant to this Agreement, if a Borrowing Base Deficiency exists, then the Borrower shall: (i) at its election (A) prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, (B) execute documentation reasonably acceptable to the Administrative Agent to create a first priority perfected Lien in additional Oil and Gas Properties with value and quality satisfactory to the Administrative Agent and the Required Lenders in their sole discretion not currently subject to a mortgage Lien in favor of the Administrative Agent pursuant to the Collateral Documents of equal or greater value to such Borrowing Base Deficiency, (C) prepay the Loans in five (5) equal monthly installments each equal to one-fifth of such Borrowing Base Deficiency, the first of which shall be due on any the thirtieth (30th) day following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the Borrower adjustment occurs; or (D) exercise any combination of its Subsidiaries shall receive Net Cash Proceeds from the foregoing and (ii) if any Asset Sale or Recovery Event thensuch Borrowing Base Deficiency remains after prepaying all of the Loans as a result of an LC Exposure, with respect pay to the Administrative Agent on behalf of the Lenders an amount equal to 75% such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.21(g). The Borrower shall be obligated to (1) within ten (10) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs, give written notice to the Administrative Agent of its election to cure such Net Cash Proceeds Borrowing Base Deficiency pursuant to the applicable subclause (“Allocated Proceeds”A) – (D) of Section 2.11(a)(i) and (2) make such prepayment, execute such documentation, make all such installment payments and/or deposit of cash collateral on the date which is thirty (30) days (with regards to clauses (i)(A) and (i)(B) of the immediately preceding sentence) or on the date which is one-hundred fifty (150) days (with regards to clauses (i)(C) and (i)(D) in the immediately preceding sentence and subject to the terms thereof) following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs; provided that the Borrower Administrative Agent may, in its sole discretion, elect to extend the deadline to execute documentation provided for by clause (i)(B) of the immediately preceding sentence up to an additional thirty (30) days; provided further that all payments required to be made pursuant to this Section 2.11(a) must be made on or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prior to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Commitment Termination Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. Unless (in the case of clause (a)) If on any date the net cash proceeds are reinvested (or committed to be reinvested) in the business within 12 months after (and, if so committed to be reinvested, are actually reinvested within three months after the end of such initial 12-month period), a non-ordinary course asset sale or other non-ordinary disposition of property (other than sale of receivables in connection with a permitted receivable financing) of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds the subsidiaries (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when including insurance and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventcondemnation proceeds), (ia) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall the Lenders’ Pro Rata Share (to be applied on defined as the fifth Business Day after the date such proceeds are received toward the prepayment ratio of funded debt outstanding that consists of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward sum of the prepayment total funded debt outstanding that consists of the Term Loans and the First Lien Notes) of 100% of the net cash proceeds in the manner specified in Section 2.9(c); provided thatexcess of an amount to be agreed upon from such non-ordinary course asset sales or other non-ordinary dispositions of property, notwithstanding clauses (i) and (iib) abovethe Lenders’ Pro Rata Share of 100% of the net cash proceeds of issuances, offerings or placements of debt obligations of the Borrower and its subsidiaries (other than debt permitted to be incurred under the Senior Facilities Documentation unless otherwise provided as a condition to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debtincurrence thereof), such Allocated Proceeds may shall be applied to prepay the Term Loans in accordance with Section 2.9(c) and purchase under the First Lien Notes and/or Pre-Existing Term Facility, in each case subject to customary and other exceptions to be agreed upon, including those consistent with the Opco Bank Debt Documentation Principles. In addition, beginning with the first full fiscal year of the Borrower after the Closing Date, 50% of Excess Cash Flow (to be defined in a manner consistent with the Opco Bank Debt Documentation Principles and to take into account application of Excess Cash Flow under the Lease and otherwise in a manner satisfactory to the Requisite Consenting Creditors and subject to a minimum threshold to be agreed) of the Borrower and its restricted subsidiaries (stepping down to 25% if the First Lien Net Leverage Ratio is less than or equal to 2.75 to 1.00 and stepping down to 0% if the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00) shall be used to prepay the Term Loans under the First Lien Term Facility and the First Lien Notes, on a pro rata ratable basis based on the respective amounts Lenders’ Pro Rata Share; provided that any voluntary prepayment of Term Loans made during any fiscal year (including Loans under the Revolving Facility to the extent commitments thereunder are permanently reduced by the amount of such prepayments at the time of such prepayment) and voluntary repayment of the First Lien Notes and/or Preshall be credited against excess cash flow prepayment obligations for such fiscal year (or, at the Borrower’s option, any future year) on a Dollar-Existing for-Dollar basis. All mandatory prepayments shall be made pro rata among the Lenders. Notwithstanding the foregoing, each Lender under the First Lien Term Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected may be retained by the Borrower on terms consistent with the Opco Bank Debt then outstandingDocumentation Principles. The above-described mandatory prepayments shall be applied to the First Lien Term Facility in direct order of maturity. Prepayments from foreign subsidiaries’ Excess Cash Flow and asset sale proceeds will be limited under the Senior Facilities Documentation to the extent (x) the repatriation of funds to fund such prepayments is prohibited, restricted or delayed by applicable local laws, (y) applied to repay indebtedness of a foreign subsidiary of the Borrower or (z) the repatriation of funds to fund such prepayments would result in material adverse tax consequences.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (ii) if such Allocated Proceeds are Reinvestment Proceedsincluding the acceleration of claims by operation of law)), on Borrower shall immediately pay to Lenders, payable to each Reinvestment Prepayment DateLender in accordance with its respective Pro Rata Share, an amount equal to the relevant Reinvestment sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Prepayment Amount shall be applied toward Premium, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under the Fee Letter by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans in the manner specified full, Borrower shall pay to each Lender in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with Fee Letter. The Prepayment Premium shall also be payable in the event the Obligations under (and/or this Agreement require that a portion Agreement) are satisfied or released by foreclosure (whether by power of such Allocated Proceeds be applied to purchase First Lien Notes judicial proceeding), deed in lieu of foreclosure or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cby any other means. EACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth tenth (10th) Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Term Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an aggregate principal amount equal to (A) the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loans in Borrower and its Restricted Subsidiaries for the manner specified in Section 2.9(c); provided thatExcess Cash Flow Period then ended, notwithstanding clauses minus (iB) and (ii) above, to at the extent that the terms option of the documentation for Borrower, the sum of (1) the aggregate principal amount of any First Lien Notes or Pre-Existing Debt other Indebtedness that is secured on a pari passu basis with the Secured Obligations under this Agreement require that a portion the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) during such period and prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a mandatory offer to purchase such First permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans (or any other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement) optionally prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or otherwise optionally prepaid, redeemed or repurchased pursuant to any equivalent provision under any other document governing any such other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement))) during such period and prior to such date and (4) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 2.9(c9.05(g) of this Agreement in connection with any Dutch Auction during such period and prior to such date and, in the case of this clause (4), based upon the principal amount of Indebtedness subject to the relevant assignment or purchase, minus (C) at the option of the Borrower, the sum of (1) cash payments by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such Excess Cash Flow Period or are not deducted in arriving at such Consolidated Net Income to the extent financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (2) the amount of Investments (other than Investments in Holdings, the Borrower or any Restricted Subsidiary and other than Investments in Cash or Cash Equivalents) and acquisitions not prohibited by this Agreement made during such Excess Cash Flow Period, to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (3) the amount of Restricted Payments (other than Restricted Investments) paid in cash during such Excess Cash Flow Period not prohibited by this Agreement (other than Restricted Payments made (i) to the Borrower or any Restricted Subsidiary or (ii) pursuant to Section 6.04(a)(iii)(A)), to the extent that such Restricted Payments were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (4) the amount of Capital Expenditures (including acquisitions of intellectual property) made in Cash or accrued during such Excess Cash Flow Period, to the extent that such Capital Expenditures were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, (i) the aggregate consideration required to be paid in Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase First Lien Notes and/or Preorders (the “Contract Consideration”), in each case, entered into prior to or during such Excess Cash Flow Period and (ii) to the extent set forth in a certificate of a Responsible Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(c), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (i) and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-Existing Debt on a pro rata basis based on month period; provided, that to the respective amounts extent the aggregate amount of Term Loans internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such succeeding 12-month period is less than the Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, in each case, (I) to the extent such payments are made during such Fiscal Year or after the end of such Fiscal Year and First Lien Notes and/or Pre-Existing Debt then outstandingprior to the date any payment in respect of Excess Cash Flow would be due under this Section 2.11(b)(i), (II) excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (III) to the extent that the relevant prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent the amount thereof would exceed $20,000,000 after giving effect to the calculations and adjustments described in clauses (A) and (B) above.

Mandatory Prepayments. Unless (in the case of clause (a)) If on any date the net cash proceeds are reinvested (or committed to be reinvested) in the business within 12 months after (and, if so committed to be reinvested, are actually reinvested within three months after the end of such initial 12-month period), a non-ordinary course asset sale or other non-ordinary disposition of property (other than sale of receivables in connection with a permitted receivable financing) of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds the subsidiaries (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when including insurance and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventcondemnation proceeds), (ia) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall the Lenders’ pro rata share (to be applied on defined as the fifth Business Day after the date such proceeds are received toward the prepayment ratio of funded debt outstanding that consists of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward sum of the prepayment total funded debt outstanding that consists of the Term Loans and the First Lien Notes) of 100% of the net cash proceeds in the manner specified in Section 2.9(c); provided thatexcess of an amount to be agreed upon from such non-ordinary course asset sales or other non-ordinary dispositions of property, notwithstanding clauses (i) and (iib) above, the Lenders’ pro rata share (to be defined as the ratio of funded debt outstanding that consists of the Term Loans to the extent that the terms sum of the documentation for any total funded debt outstanding that consists of the Term Loans and the First Lien Notes Notes) of 100% of the net cash proceeds of issuances, offerings or Pre-Existing Debt that is secured on placements of debt obligations of the Borrower and its subsidiaries (other than debt permitted to be incurred under the Senior Facilities Documentation unless otherwise provided as a pari passu basis with condition to the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debtincurrence thereof), such Allocated Proceeds may shall be applied to prepay the Term Loans under the First Lien Term Facility, in accordance each case subject to customary and other exceptions to be agreed upon, including those consistent with Section 2.9(cthe Documentation Precedent. In addition, beginning with the first full fiscal year of the Borrower after the Closing Date, 50% of Excess Cash Flow (to be defined in a manner consistent with the Documentation Precedent and to take into account application of Excess Cash Flow under the Lease and otherwise in a manner satisfactory to the Requisite Consenting Creditors and subject to a minimum threshold to be agreed) of the Borrower and its restricted subsidiaries (stepping down to 25% if the First Lien Net Leverage Ratio is less than or equal to 2.75 to 1.00 and stepping down to 0% if the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00) shall be used to prepay the Term Loans under the First Lien Term Facility and the First Lien Notes, on a ratable basis; provided that any voluntary prepayment of Term Loans made during any fiscal year (including Loans under the Revolving Facility to the extent commitments thereunder are permanently reduced by the amount of such prepayments at the time of such prepayment) and purchase voluntary repayment of the First Lien Notes and/or Pre-Existing Debt shall be credited against excess cash flow prepayment obligations for such fiscal year (or, at the Borrower’s option, any future year) on a Dollar-for-Dollar basis. All mandatory prepayments shall be made pro rata basis based on among the respective amounts of Term Loans and Lenders. Notwithstanding the foregoing, each Lender under the First Lien Notes and/or PreTerm Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected may be retained by the Borrower on terms consistent with the Documentation Precedent. The above-Existing Debt then outstandingdescribed mandatory prepayments shall be applied to the First Lien Term Facility in direct order of maturity. Prepayments from subsidiaries’ Excess Cash Flow and asset sale proceeds will be limited under the Senior Facilities Documentation to the extent (x) the repatriation of funds to fund such prepayments is prohibited, restricted or delayed by applicable local laws, (y) applied to repay indebtedness of a foreign subsidiary of the Borrower or (z) the repatriation of funds to fund such prepayments would result in material adverse tax consequences.

Mandatory Prepayments. (a) If on any date Upon receipt by the Borrower or any of its Subsidiaries shall receive of Net Cash Proceeds arising (i) from any an Asset Sale Sale, Property Loss Event, or Recovery Event thenDebt Issuance, with the Borrower shall immediately prepay the Loans (or provide cash collateral in respect to of Letters of Credit, if applicable) in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; except Net Cash Proceeds subject to a Reinvestment Event as provided that below ) and (ii) from an Equity Issuance (other than an Equity Issuance to the extent (A) the proceeds are applied to (I) the purchase consideration for a Permitted Acquisition, (II) to finance Capital Expenditures or (III) for repayment of Indebtedness pursuant to Section 8.6(b)(vii)(B) (Prepayment and Cancellation of Indebtedness), in the case of clause (I) and (II) above, within 180 days of such Equity Issuance, and, in the case of clause (III) above, within 90 days of such Equity Issuance, and (B) the Administrative Agent receives a certificate of a Responsible Officer of the Borrower certifying the application of Net Cash Proceeds in accordance with clause (I), (II) or (III) above within 10 days of such Subsidiary may instead deem Equity Issuance), the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 50% of such Net Cash Proceeds; provided, however, that if the Leverage Ratio as of the date of such Equity Issuance is (A) less than 4.75 to 1.00, then the foregoing percentage with respect to Equity Issuances shall be reduced to 25% or (B) less than 4.0 to 1.00, then such percentage shall be reduced to 0%. Any such mandatory prepayment shall be applied as provided in clause (c) below; provided, however, that, in the case of any Net Cash Proceeds subject to a portion Reinvestment Event, the Borrower shall, pending application of such Net Cash Proceeds, (x) immediately upon receipt of such Net Cash Proceeds deposit an amount equal to the first 75100% of the Total such Net Cash Proceeds to in a deposit account of the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received(y) at the Borrower’s option, to be the Allocated Proceeds of extent that there are Revolving Credit Outstandings at such Asset Sale or Recovery Event)time, (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Revolving Loans or provide cash collateral in respect of Letters of Credit (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each but which shall not result in any permanent reduction in the Revolving Credit Commitments). On any Reinvestment Prepayment Date, the Borrower shall prepay the Loans in an amount equal to the relevant remaining Reinvestment Prepayment Deferred Amount which has not been reinvested as of such date in accordance with the applicable Reinvestment Notice, which prepayment shall be applied toward the prepayment of the Term Loans as provided in the manner specified in Section 2.9(c); provided that, notwithstanding clauses clause (ic) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (ai) If In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event following the Funding Date, the Borrower shall, on the day such Net Cash Proceeds from any Asset Sale are received (or, in the case of a Prepayment Event described in clauses (a) or Recovery Event then(b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), with respect to prepay Term Loans in an amount equal to 75100.0% of such Net Cash Proceeds (“Allocated Proceeds”; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such Subsidiary may instead deem certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Cash Proceeds equal specified in such certificate, if applicable) except to the first 75% extent of the Total any such Net Proceeds to that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such Subsidiary from real property, equipment or other tangible assets, or to consummate such Asset Sale Permitted Acquisition or Recovery Eventother acquisition, when and as received, to be the Allocated Proceeds of with such Asset Sale or Recovery EventNet Proceeds), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds at which time a prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, required in an amount equal to the relevant Reinvestment Prepayment Amount Net Proceeds that have not been so applied (and no prepayment shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, required to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion aggregate amount of such Allocated Net Proceeds that are not reinvested in accordance with this Section does not exceed $5,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to received in respect of assets owned by a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtLoan Party, such Allocated Net Proceeds may be applied reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to prepay Term Loans the extent such Net Proceeds shall have resulted from the sale of Equity Interests in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingone or more Foreign Subsidiaries).

Mandatory Prepayments. (a) If on any date Upon the Borrower or any Company's receipt of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Identified Proceeds, such Allocated Proceeds the Company shall be applied on required to reduce the fifth Business Day after principal amount outstanding under the date such proceeds are received toward Notes by prepaying the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Notes in an aggregate amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward lesser of (x) the prepayment of outstanding principal, together with all accrued interest, under all notes issued to Purchasers (the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses "Purchaser Notes") and (y) (i) 50% of the first $200 million of aggregate Identified Proceeds, and (ii) above100% of aggregate Identified Proceeds in excess of $200 million. Each such prepayment under this Section 2(c) shall be due and payable upon the closing of the transaction resulting in the Company's realization of Identified Proceeds. As used herein, "Identified Proceeds" shall mean (x) Net Proceeds actually received by the Company from any financing undertaken by the Company following the issuance of the Purchaser Notes, other than Excluded Financings, (y) Net Proceeds received by the Company from the sale of assets by the Company (other than sales of assets in the ordinary course), except that up to $200 million of net proceeds received from a sale of the Company's assets may be used to repay Excluded Financings (other than to Ralpx X. Xxxxx, XX, xxs successors and assigns), and (z) the excess, if any, over $300 million of Net Proceeds from Excluded Financings; provided, however, the Identified Proceeds shall exclude any refinancing permitted by Section 8.2 of the Note Purchase Agreement. As used herein, "Excluded Financings" shall mean (i) the $150 million credit facility entered into between the Company and Chase Manhattan Bank, (ii) the equity investment made by Ralpx X Xxxxx, XX xx the Company in the amount of $50 million, (iii) the $50 million Senior Unsecured Credit Facility provided by The Chase Manhattan Bank and (iv) up to $50,000,000 of additional financing referred to in Section 16 of Amendment No. 3 to the extent that Merger Agreement. Net Proceeds shall mean gross cash proceeds from such financing less the terms of Company's expenses directly attributable to such financing, including any reasonable commitment or facility fees to the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) lender and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingreasonable legal fees.

Mandatory Prepayments. (a) If on any date Within five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then"ECF Payment Date"), commencing with respect the delivery to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% Agent of the Total Net Proceeds to audited annual financial statements for the Borrower or such Subsidiary from such Asset Sale or Recovery EventFiscal Year ending December 31, when and as received2017, to be the Allocated Proceeds of such Asset Sale or Recovery Event), Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Ultimate Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Allocated Proceeds are not Reinvestment ProceedsFiscal Year, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment outstanding principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be applied toward deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the manner specified in result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.9(c); provided that5.2.3 for such Fiscal Year or, notwithstanding clauses (i) and (ii) aboveat the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the "Excess Cash Flow Payment Amount"); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the terms of Payment Conditions are satisfied until such time as the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans entire Excess Cash Flow Payment Amount has been paid in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.full;

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Borrowers are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2016 (but not including any Excess Cash Flow attributable to any period ending prior to the Closing Date), the Borrowers shall prepay the outstanding Term Loans or and Additional Term Loans in accordance with clause (iivi) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, of this Section 2.10(b) in an aggregate principal amount equal to (A) 50% of Excess Cash Flow for Holdings and its Subsidiaries on a consolidated basis for the Fiscal Year then ended, minus (B) at the option of the Borrowers, the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (excluding any such optional prepayments made during such Fiscal Year that were deducted from the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) (in the case of any such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans commitment, and in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) abovecase of all such prepayments, to the extent that such prepayments were not financed with the terms proceeds of other Indebtedness of the documentation for Borrowers or their Subsidiaries); provided that with respect to any First Lien Notes or Pre-Existing Debt that is secured Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a pari passu basis with Pro Forma Basis as of the Obligations under this Agreement require that a portion last day of such Allocated Proceeds Fiscal Year (but without giving effect to the payment required hereby) shall be applied less than or equal to purchase First Lien Notes or Pre-Existing Debt pursuant 3.50 to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding1.00.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of Holdings is required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending April 30, 2020, the Borrowers shall prepay the outstanding principal amount of Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) 50% of Excess Cash Flow of the Borrowers and their Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Borrower Representative, the aggregate principal amount of (x) any Term Loans or Revolving Loans (ii) if such Allocated Proceeds are Reinvestment Proceedsand in the case of any Revolving Loans, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount extent such prepayment is accompanied by a permanent reduction of the applicable Revolving Credit Commitments) prepaid pursuant to Section 2.11(a) prior to such date and any Incremental Term Loans, Incremental Revolving Loans, Incremental Equivalent Debt, Replacement Revolving Facility, Replacement Term Loans, any other Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien securing the Credit Facilities (in the case of any such Indebtedness constituting revolving loans so prepaid, to the extent such prepayment is accompanied by a permanent reduction of the applicable Revolving Credit Commitments) and/or any refinancing, replacement or extension of any of the foregoing to the extent secured by a Lien on the Collateral that is pari passu with the Lien securing the Credit Facilities, in each case, voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date under this clause (x), solely to the extent such prepayment, repurchase, redemption or retirement is expressly permitted hereunder and (y) the amount of any reduction in the outstanding principal amount of any Term Loans resulting from any purchase or assignment made to any Borrower or any of their subsidiaries in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction (provided, that the amount deducted with respect to any such Dutch Auction shall be applied toward limited to the prepayment cash purchase price of the Term Loans loans subject to such buyback)) prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant purchase or assignment and, in the manner specified in Section 2.9(c); provided that, notwithstanding case of such clauses (ix) and (iiy), excluding any such optional prepayments, repurchase, redemption or retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) abovein the prior Fiscal Year (and solely to the extent that such prepayments were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Borrowers or their Restricted Subsidiaries); provided, that (1) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (determined on the scheduled date of prepayment and calculated to give pro forma effect to the payment required hereby and any other repayment or prepayment prior to the time such excess cash flow prepayment is due) is less than or equal to 4.50:1.00 but greater than 4.00:1.00 and (2) such prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (determined on the scheduled date of prepayment and calculated to give pro forma effect to the payment required hereby and any other repayment or prepayment prior to the time such excess cash flow prepayment is due) is less than or equal to 4.00:1.00; provided, further, that no prepayment shall be required under this Section 2.11(b)(i) unless and only to the extent that the terms ECF Prepayment Amount (after giving effect to the foregoing clause (B)) exceeds $5,000,000; provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrowers or any of the documentation for their Restricted Subsidiaries are required to prepay, repay or repurchase or offer to repurchase any First Lien Notes or Pre-Existing Debt that is other Indebtedness secured on a pari passu basis with the Secured Obligations under this Agreement require that a pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness, the “Other Applicable Indebtedness”), then the relevant Person may apply such portion of the Excess Cash Flow prepayment on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Allocated Proceeds Other Applicable Indebtedness is issued with original issue discount) at such time; provided, that the portion of the relevant Excess Cash Flow prepayment allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow prepayment required to be applied allocated to purchase First Lien Notes or Pre-Existing Debt the Other Applicable Indebtedness pursuant to a mandatory offer the terms thereof, and the remaining amount, if any, of the relevant Excess Cash Flow prepayment shall be allocated to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay the Term Loans and Additional Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.9(c2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on in any event within ten Business Days after the respective amounts date of such rejection) be applied to prepay the Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingAdditional Term Loans in accordance with the terms hereof.

Mandatory Prepayments. (a) If On each date on any which Lender actually receives a distribution of Net Proceeds, and if Lender exercises its right provided for herein not to make such Net Proceeds available to Borrower for a Restoration, one hundred percent (100%) of such Net Proceeds shall be applied to the outstanding principal balance of the Loan, together with interest accruing on such amount calculated through the next Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenLoan in an interest bearing account, with respect such interest accruing to the benefit of and payable to Borrower, and shall be applied by Lender on the next Monthly Payment Date. The Allocated Loan Amount of an applicable Individual Property shall be reduced by an amount equal to 75% such prepayment of principal upon such application of Net Proceeds pursuant to this Section 2.4.2. Notwithstanding the foregoing and anything else herein to the contrary, if in connection with any Casualty or Condemnation at any Individual Property Lender exercises its right provided for herein not to make the Net Proceeds available to Borrower for a Restoration, then at Borrower’s option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents (or, in lieu of such Net Cash Proceeds (“Allocated Proceeds”; release, the assignment of the related Mortgage by Lender on substantially the same terms as are provided in Section 2.4.1(c)), provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if Borrower shall pay Lender an amount which, when added to the amount of Net Proceeds received in connection with such Casualty or Condemnation, equals the Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment Loan Amount of the Term Loans or Individual Property for which the Net Proceeds were obtained together with interest on such amount calculated for the same periods as Net Proceeds in the first sentence of this Section 2.4.2, (ii) if no Event of Default shall have occurred and be continuing (except for any Event of Default which would be cured or eliminated by the release or assignment of the Individual Property, (iii) Borrower shall provide to Lender a release of the Mortgage as it relates to such Allocated Proceeds are Reinvestment ProceedsIndividual Property and related Loan Documents in a form appropriate for the jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to Lender for execution by Lender and (iv) simultaneously with the release, on each Reinvestment Prepayment Date, an amount equal Borrower shall convey fee simple title to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant Release Property to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingPerson other than Borrower.

Mandatory Prepayments. (a) (i) If on any date Revaluation Date, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75Aggregate Revolving Credit Exposure would exceed 105% of the Total Net Proceeds Revolving Credit Commitment, then (A) the Borrower shall, on such Revaluation Date, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) owing by the Borrower in a Principal Amount such that, after giving effect to such repayment or prepayment, the Aggregate Revolving Credit Exposure does not exceed the Total Revolving Credit Commitment and (B) after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Borrower shall replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Borrower relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess; provided that any repayment or such Subsidiary from such Asset Sale or Recovery Event, when and as received, prepayment of Revolving Credit Borrowings pursuant to be the Allocated Proceeds of such Asset Sale or Recovery Event), (ithis Section 2.13(a)(i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied pro rata among the then existing Classes of Revolving Credit Commitments, unless (x) such a repayment or prepayment is made on (1) the fifth Business Day after Maturity Date of a given Class of Revolving Credit Commitments or (2) the date such proceeds are received toward the prepayment of any termination of all or a portion of the Term Loans Revolving Credit Commitments of a given Class pursuant to clause (iv) of the proviso in the first sentence of Section 2.09(c), in which case such repayments or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount prepayments shall be applied toward first to Revolving Credit Borrowings incurred under such maturing or terminating Class of Revolving Credit Commitments or (y) with respect to any Class of Incremental Revolving Credit Commitments or Other Revolving Credit Commitments, the prepayment of the Term Loans Lenders in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, respect thereof shall have elected less than ratable treatment with respect to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion termination of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts Class of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingCommitments.

Mandatory Prepayments. Unless otherwise specified in a Supplement, the Issuer shall be required to prepay the then unpaid principal balance of all, or a portion of, one or more Series of Notes then Outstanding and all amounts due under the related Hedge Agreements (aincluding any termination payments) If if, on any Payment Date, an Asset Base Deficiency exists, and has not otherwise been cured by such date through the Borrower acquisition of additional Eligible Containers or any of its Subsidiaries otherwise. Such Prepayment (a “Supplemental Principal Payment”) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an be in the amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event)Base Deficiency and shall be paid in accordance with the priority of payments set forth in Section 302 hereof. The calculations referred to herein shall be evidenced by the Asset Base Certificate received by the Indenture Trustee on any Determination Date. On each Payment Date, (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds any Supplemental Principal Payment Amount then due and owing shall be applied first to each Series of Warehouse Notes then Outstanding on a pro rata basis, in proportion to the fifth Business Day after then unpaid principal balance of such Warehouse Notes, until the date principal balances of all Warehouse Notes have been paid in full, and then to all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of each such proceeds Series of Term Notes. Notwithstanding the foregoing, if sufficient funds are received toward not available to allow the prepayment Issuer to prepay the principal balance of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Warehouse Notes in an amount equal to the relevant Reinvestment Prepayment Asset Base Deficiency on such Payment Date, then the amount of any Supplemental Principal Payment Amount to be actually paid on such Payment Date shall be applied toward the prepayment allocated among all Series of Notes then Outstanding (including the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (iNotes) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on basis, in proportion to the respective amounts then unpaid principal balance of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch Notes.

Mandatory Prepayments. (ai) If on during any date fiscal year of the Borrower, the aggregate cumulative amount of Net Asset Disposition Proceeds for such fiscal year exceeds $250,000, the Borrower shall, immediately after the completion of each sale or any other disposition which results in such an excess or an increase in such an excess, (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (C) otherwise, Cash Collateralize the outstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100%) of its Subsidiaries such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, not be required to make a prepayment pursuant to this clause (i) with respect to an amount equal to 75% of such Net Cash Proceeds any sale (“Allocated Proceeds”; provided that a "Relevant Sale") if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or such Subsidiary may instead deem a any portion of such Net Cash Asset Disposition Proceeds equal in replacement assets to the first 75% extent (A) such Net Asset Disposition Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by the Borrower and the related seller within 45 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the Total Net Proceeds to related replacement assets, the 45 or 180 day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall have occurred and be continuing, then the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be shall immediately prepay the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the amount and in the manner specified described in Section 2.9(c); provided that, notwithstanding clauses the first sentence of this clause (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding).

Mandatory Prepayments. (a) If on any Unless a Reinvestment Notice has been given, then no later than the third Business Day following the date of receipt by the Borrower or any of its Restricted Subsidiaries shall receive of any Net Cash Proceeds from Proceeds, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any Asset Sale then outstanding loans under any Ratio Debt Loan Agreement or Recovery Event thenTerm Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”in excess of $50,000,000; provided that that, upon receipt of Investment Grade Ratings (and for all periods thereafter), the Borrower shall only be required to prepay, without premium or penalty, the Loans and (to the extent such Subsidiary may instead deem prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a portion pro rata basis with 50% of such Net Cash Proceeds equal to in excess of $50,000,000. On the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth 1st Business Day after the date such proceeds are received toward expiration of any Reinvestment Period, the prepayment of Borrower shall prepay, without premium or penalty, the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms such prepayment has not been deducted pursuant to clause (c) of the documentation for definition of Net Cash Proceeds) any First Lien Notes then outstanding loans under any Ratio Debt Loan Agreement or Pre-Existing Debt Term Loan Refinancing Indebtedness, in each case, that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c7.02(s) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based with any portion of such percentage of such Net Cash Proceeds in excess of $50,000,000 which have not been reinvested in accordance with the preceding sentence. Concurrently with any prepayment of the Loans pursuant to this Section 2.05(b), the Borrower shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the respective amounts principal amount to be prepaid to but excluding the date of Term payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and First Lien Notes and/or Pre-Existing Debt then outstandingthe Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating the derivation of such excess amount.

Mandatory Prepayments. (ai) If In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event (other than the Divestiture Process, which is addressed in subclause (iii) below) following the Closing Date, the Borrower shall, no later than one Business Day following the day such Net Cash Proceeds from any Asset Sale are received (or, in the case of a Prepayment Event described in clauses (a) or Recovery Event then(b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), with respect to prepay Term Loans in an amount equal to 75% (x) in the case of such Net Cash Proceeds an event described in clauses (“Allocated Proceeds”; provided that the Borrower a) or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% (b) of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment definition of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment term “Prepayment Date, Event” an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward Asset Sale/Casualty Event Percentage multiplied by Net Proceeds received by the prepayment Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of the Term Loans in the manner specified in Section 2.9(c)such Net Proceeds; provided that, notwithstanding in the case of any event described in clauses (ia) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (iior the portion of such Net Proceeds specified in such certificate, if applicable) above, except to the extent of any such Net Proceeds that have not been so applied by the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion end of such Allocated 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied (and no prepayment shall be applied required to purchase First Lien Notes or Pre-Existing Debt pursuant the extent the aggregate amount of such Net Proceeds that are not reinvested in accordance with this Section does not exceed $10,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be received in respect of assets owned by a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtLoan Party, such Allocated Net Proceeds may be applied reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to prepay Term Loans the extent such Net Proceeds shall have resulted from the sale of Equity Interests in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingone or more Foreign Subsidiaries).

Mandatory Prepayments. (ai) If on Subject to the proviso below, and except to the extent such Net Cash Proceeds have been used to prepay the obligations under the Parent Credit Agreement, upon the occurrence of any date Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event up to the principal amount outstanding of the Term Loan, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal Casualty Event up to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount outstanding of the Term Loans or Loan, and (iiB) if any accrued but unpaid interest (including, but not limited to, any accrued but uncapitalized PIK Interest on the First Amendment Term Loan and the Second Amendment Term Loan) on such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an principal amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatLoan being prepaid, notwithstanding clauses (i) and (ii) aboveprovided, further, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (a) If on any No later than the third (3rd) Business Day following the date the Borrower of receipt by Holdings or any of its Subsidiaries shall receive of any Net Cash Proceeds from of any Asset Sale sale or Recovery Event thendisposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $250,000, with respect to the Borrower shall prepay the Obligations in an amount equal to 75% the Net Cash Proceeds of such sale or disposition; provided, that (i) the Borrower shall not be required to prepay the Obligations with respect to proceeds from the sales or dispositions of assets in the ordinary course of business (including obsolete or worn-out equipment no longer useful in its business), and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (a) shall also not apply solely to the extent that (A) the sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the assets of a Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (“Allocated Proceeds”; provided that or Subsidiary thereof) to the Borrower for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or such Subsidiary may instead deem thereof) to immediately make a portion dividend of such the Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or which the Borrower shall use to prepay the Obligations in accordance with this subsection (a). Any such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(csubsection (f) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis Section.

Mandatory Prepayments. (a) If on In the event that the Borrower actually receives any date Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of its Subsidiaries shall receive the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(a)(ii) above) or Asset Sale or Recovery Event thenSale, with respect to in each case after the Closing Date, then the Borrower shall prepay the Advances in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that not later than three Business Days following the receipt by the Borrower or any such Subsidiary may instead deem a portion of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any other member of the Consolidated Group, of such Net Cash Proceeds equal from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the first 75% date fixed for prepayment, plus, in the case of any Eurocurrency Rate Advances, any amounts due to the Total Lenders under Section 9.04(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event)Net Cash Proceeds would have adverse tax consequences (and, (i) if such Allocated Proceeds are not Reinvestment Proceedsin the case of Debt Issuances, such Allocated Proceeds shall be applied on adverse tax consequence is material) or would violate applicable local law or the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion applicable organizational documents of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSubsidiary.

Mandatory Prepayments. (a) If on In addition to the scheduled repayments provided for in Section 2.4 hereof, Duratek shall prepay the Loans in an amount equal to 100% of the Net Proceeds (w) from any date the Borrower sale or disposition by Duratek or any of its Subsidiaries shall receive Net Cash Proceeds of any interest in any Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Permitted Asset Sale Sales by Duratek or Recovery Event thenany of its Subsidiaries (other than any Excluded Asset Sales) and (y) except as set forth in Section 5.5(e) hereof, with respect to an amount equal to 75% received by Duratek or any of such Net Cash Proceeds (“Allocated Proceeds”its Subsidiaries as a result of a casualty or condemnation; provided that the Borrower or such if EnergySolutions is a Subsidiary may instead deem a portion of such Net Cash Proceeds equal Duratek, each reference to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds Duratek and/or its Subsidiaries shall include Parent and/or its Subsidiaries. Such amount shall be applied on the fifth third Business Day after following receipt thereof by Duratek or the date affected Subsidiary in accordance with Section 2.6(b). Duratek shall also prepay the Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of Duratek, and so long as no Default or Event of Default shall have occurred and be continuing, Duratek may reinvest all or any portion of such proceeds are received toward Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the prepayment property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Term Loans or Secured Parties, and (ii) if such Allocated any Net Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Dateno longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the relevant Reinvestment Prepayment Amount any such Net Proceeds shall be immediately applied toward to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c2.6(b). For the purposes of this Section 2.8(a), if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) and purchase First Lien Notes shall include Parent and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes its Subsidiaries but (ii) shall not include EnergySolutions and/or Pre-Existing Debt then outstandingits Subsidiaries.

Mandatory Prepayments. (a) If on any date In the event that the Borrower or any of its Subsidiaries shall receive (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or Recovery Event thenafter the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, with respect then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that not later than two Business Days following the receipt by the Borrower or such Subsidiary may instead deem a of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds equal that are subject to the first 75% immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the Total Net Proceeds to receipt by the Borrower or such Subsidiary from of any such Asset Sale Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or Recovery Eventpenalty, when and as received, shall be accompanied by accrued and unpaid interest on the principal amount to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after prepaid to but excluding the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingpayment.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceedsaccelerated following the occurrence of an Event of Default, on Borrower shall immediately pay to Lenders, payable to each Reinvestment Prepayment DateLender in accordance with its respective Pro Rata Share, an amount equal to the relevant Reinvestment sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) any fees payable under the Fee Letter as a result of such prepayment, (iii) the Prepayment Amount shall be applied toward Premium, plus (iv) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication of) the foregoing, on the Maturity Date, if any fees payable under the Fee Letter as a result of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans in the manner specified full, Borrower shall pay to each Lender such unpaid fees in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with Fee Letter. The Prepayment Premium shall also be payable in the event the Obligations under (and/or this Agreement require that a portion Agreement) are satisfied or released by foreclosure (whether by power of such Allocated Proceeds be applied to purchase First Lien Notes judicial proceeding), deed in lieu of foreclosure or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cby any other means. EACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. (a) If on any date Not later than the fifth Business Day following the receipt by the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, (other than with respect to Current Asset Collateral so long as the ABL Facility is in effect), the Borrower shall prepay outstanding Term Loans in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”in accordance with Section 2.13(e); provided that the Borrower shall not be required to apply Net Cash Proceeds from any Asset Sale (or series of related Asset Sales) in accordance with this clause (a) to the extent (x) the Net Cash Proceeds from such Subsidiary may instead deem a portion Asset Sale (or series of related Asset Sales) do not exceed $2,000,000 or (y) the aggregate Net Cash Proceeds received from all Asset Sales since the Closing Date do not exceed $5,000,000. In the case of Net Cash Proceeds received by the Borrower in connection with Asset Sales contemplated by Section 6.06(s), the proviso in the preceding sentence shall not apply and the Net Cash Proceeds (calculated without giving effect to any reinvestment right set forth in the definition thereof or any required prepayment of the ABL Facility) of the Asset Sales contemplated by Section 6.06(s) shall be allocated between the ABL Facility and the Term Facility as contemplated by the ABL Intercreditor Agreement, and then 100% of such Net Cash Proceeds equal that would be received by the Collateral Agent on behalf of the Secured Parties pursuant to such allocation shall be applied to prepay the Term Loan in accordance with the first sentence of this clause (a) (without giving effect to the first 75% of proviso thereto) until the Net Total Leverage Ratio is no greater than 3.00:1.00 on a Pro Forma Basis, after which the remaining Net Cash Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to may either be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated reinvested pursuant to the reinvestment provisions set forth in the definition of Net Cash Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceedsapplied to prepay the Term Loan and to make Restricted Payments (in equal amounts), in each case so long as the Net Total Leverage Ratio remains no greater than 3.00:1.00 on each Reinvestment Prepayment Date, an amount equal a Pro Forma Basis. Dividends distributed pursuant to the relevant Reinvestment Prepayment Amount preceding sentence shall be applied toward not exceed $50,000,000 over the prepayment life of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingFacility.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth tenth (10th) Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Term Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an aggregate principal amount equal to (A) the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loans in Borrower and its Restricted Subsidiaries for the manner specified in Section 2.9(c); provided thatExcess Cash Flow Period then ended, notwithstanding clauses minus (iB) and (ii) above, to at the extent that the terms option of the documentation for Borrower, the sum of (1) the aggregate principal amount of any First Lien Notes or Pre-Existing Debt other Indebtedness that is secured on a pari passu basis with the Secured Obligations under this Agreement require that a portion the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) during such period and prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a mandatory offer to purchase such First permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans (or any other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement) optionally prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or otherwise optionally prepaid, redeemed or repurchased pursuant to any equivalent provision under any other document governing any such other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement))) during such period and prior to such date and (4) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 2.9(c9.05(g) of this Agreement in connection with any Dutch Auction during such period and prior to such date and, in the case of this clause (4), based upon the principal amount of Indebtedeness subject to the relevant assignment or purchase, minus (C) at the option of the Borrower, the sum of (1) cash payments by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such Excess Cash Flow Period or are not deducted in arriving at such Consolidated Net Income to the extent financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (2) the amount of Investments (other than Investments in Holdings, the Borrower or any Restricted Subsidiary and other than Investments in Cash or Cash Equivalents) and acquisitions not prohibited by this Agreement made during such Excess Cash Flow Period, to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (3) the amount of Restricted Payments (other than Restricted Investments) paid in cash during such Excess Cash Flow Period not prohibited by this Agreement (other than Restricted Payments made (i) to the Borrower or any Restricted Subsidiary or (ii) pursuant to Section 6.04(a)(iii)(A)), to the extent that such Restricted Payments were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (4) the amount of Capital Expenditures (including acquisitions of intellectual property) made in Cash or accrued during such Excess Cash Flow Period, to the extent that such Capital Expenditures were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, (i) the aggregate consideration required to be paid in Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase First Lien Notes and/or Preorders (the “Contract Consideration”), in each case, entered into prior to or during such Excess Cash Flow Period and (ii) to the extent set forth in a certificate of a Responsible Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(c), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (i) and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-Existing Debt on a pro rata basis based on month period; provided, that to the respective amounts extent the aggregate amount of Term Loans internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such succeeding 12-month period is less than the Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, in each case, (I) to the extent such payments are made during such Fiscal Year or after the end of such Fiscal Year and First Lien Notes and/or Pre-Existing Debt then outstandingprior to the date any payment in respect of Excess Cash Flow would be due under this Section 2.11(b)(i), (II) excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (III) to the extent that the relevant prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent the amount thereof would exceed $20,000,000 after giving effect to the calculations and adjustments described in clauses (A) and (B) above.

Mandatory Prepayments. (ai) If on any date or after the Closing Date (1) the Borrower or any of its Subsidiaries shall receive incur Indebtedness for borrowed money pursuant to Section 7.2(c) pursuant to a public offering or private placement or otherwise, (2) the Borrower or any other Loan Party shall make an Asset Sale pursuant to Section 7.6(i) or (3) a Recovery Event occurs, then, in each case, if and to the extent the applicable Net Cash Proceeds from any Asset Sale are not required to be applied to the payment of obligations of the Borrower or Recovery Event thenthe other borrowers under the ABL Facility, the Borrower shall prepay, in accordance with respect to this Section 3.4(c), the Term Loans in an amount equal to 75to: (A) in the case of the incurrence of any such Indebtedness other than Subordinated Indebtedness, 100% of such the Net Cash Proceeds thereof, (“Allocated Proceeds”; provided B) in the case of the incurrence of any such Indebtedness that is Subordinated Indebtedness, 50% of the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to thereof; and (C) in the first 75% case of the Total Net Proceeds to the Borrower or such Subsidiary from any such Asset Sale or Recovery Event, when and as received100% of the Net Cash Proceeds thereof, in each case minus any Reinvested Amounts, with such prepayment to be made no later than the Allocated Business Day following the date of receipt of any such Net Cash Proceeds except that, in the case of such Asset Sale or Recovery Eventclause (C), (i) if any such Allocated Net Cash Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall eligible to be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans reinvested in accordance with the definition of the term “Reinvested Amount” in Section 2.9(c) 1.1 and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based the Borrower has not elected to reinvest such proceeds (or portion thereof, as the case may be), such prepayment to be made on the respective amounts earlier of Term Loans (x) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and First Lien Notes and/or Pre-Existing Debt then outstanding(y) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition.

Mandatory Prepayments. Subject to subsection (ae) If on any date of this Section, upon the receipt by the Borrower or any of its Subsidiaries shall receive (other than a Joint Venture Subsidiary) of Net Cash Proceeds from in respect of any Asset Sale or Recovery Event thenPrepayment Event, with respect to the Borrower shall prepay the Term Loans in an amount equal to 75% such Net Cash Proceeds. Each such prepayment shall be required to be made on the last day of the reinvestment period for the relevant Prepayment Event as set forth in the definition of "Net Cash Proceeds" or, if earlier, the date on which the Borrower decides to prepay the Term Loans with the Net Cash Proceeds of such Prepayment Event; provided that if the Net Cash Proceeds in respect of any Prepayment Event are less than $25,000,000, no such prepayment shall be required until the amount of such Net Cash Proceeds (“Allocated Proceeds”; provided that , together with the Borrower or such Subsidiary may instead deem a portion amount of such all other Net Cash Proceeds in respect of which no prepayment under this subsection (c) shall have theretofore been made, are equal to at least $25,000,000. Pending the first 75% final application of the Total Net Major Casualty Proceeds to the Borrower or such Subsidiary from such any cash proceeds in respect of an Asset Sale Sale, a Debt Incurrence or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans Equity Issuance in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of this Agreement, the documentation for Borrower may temporarily repay Revolving Loans or otherwise invest such amounts in any First Lien Notes or Pre-Existing Debt manner that is secured on a pari passu basis with the Obligations under not prohibited by this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingAgreement.

Mandatory Prepayments. Subject to the proviso below, upon the occurrence of any Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (ax) If on any date one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Casualty Event, when and as received, to be the Allocated Proceeds of (B) any accrued but unpaid interest on such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment ProceedsLoan being prepaid, on each Reinvestment Prepayment Dateprovided, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatfurther, notwithstanding clauses (i) and (ii) above, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (ai) If on Subject to the proviso below, upon the occurrence of any date Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event up to the principal amount outstanding of the Term Loan, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal Casualty Event up to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount outstanding of the Term Loans or Loan, and (iiB) if any accrued but unpaid interest on such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an principal amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatLoan being prepaid, notwithstanding clauses (i) and (ii) aboveprovided, further, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2023, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and any Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower, its Restricted Subsidiaries and the Consolidated APCs for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) prior to such proceeds are received toward date and (y) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment ProceedsRevolving Loans, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans extent accompanied by a permanent reduction in the manner specified relevant commitment, and in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) abovethe case of all such prepayments, to the extent that such prepayments were not financed with the terms proceeds of other Indebtedness (other than revolving Indebtedness) of the documentation for any First Lien Notes Borrower or Pre-Existing Debt its Restricted Subsidiaries); provided that is secured on a pari passu basis with the Obligations no prepayment under this Agreement require Section 2.11(b) shall be required unless and to the extent that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingamount thereof exceeds $3,000,000.

Mandatory Prepayments. In the event of any required prepayment pursuant to Section 2.12 of the Existing First Priority Agreement or Section 2.10 of the Existing Second Priority Agreement (a) If on any date together, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then“Specified Prepayment Sections”), with respect to an amount equal to 75% the order of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prepayments shall be, subject to the first 75% other provisions of this Agreement, as follows: First, to the permanent prepayment of the Credit-Linked Deposit Loans (with a corresponding reduction in the Total Credit-Linked Deposit), all in accordance with the Existing First Priority Agreement; Second, to the permanent reduction of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Credit-Linked Deposit in an amount equal to the relevant Reinvestment Prepayment Excess Credit-Linked Deposits (with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit Lenders), all in accordance with the Existing First Priority Agreement; Third, to the reallocation of Credit-Linked Deposit Letters of Credit as Revolving Letters of Credit in an amount equal to the lesser of (x) the Revolving Letter of Credit Available Amount shall and (y) the Credit-Linked Deposit Letters of Credit outstanding prior to giving effect to any such reallocation (any such reallocation to be applied toward accompanied by a corresponding permanent reduction in the Credit-Linked Deposit, with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit Lenders), all to the extent provided and in accordance with the Existing First Priority Agreement; Fourth, to cash collateralize the outstanding Credit-Linked Deposit LC Exposure (any such cash collateralization to be accompanied by a corresponding permanent reduction in the Credit-Linked Deposit in an amount equal to the Credit-Linked Deposit LC Exposure so collateralized and a return of Credit-Linked Deposits equal to such amount to the Credit-Linked Deposit Lenders), all in accordance with the Existing First Priority Agreement; Fifth, to the prepayment of the Second Priority Term Loans in the manner specified in Section 2.9(c)Loans; provided that, notwithstanding clauses (i) and (ii) aboveSixth, to the extent that the terms prepayment of the documentation for Revolving Loans (any First Lien Notes or Pre-Existing Debt that is secured on such prepayment to be accompanied by a pari passu basis with corresponding permanent reduction in the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Revolving Commitments) in accordance with Section 2.9(cthe Existing First Priority Agreement; and Seventh, to cash collateralize the outstanding Revolving LC Exposure, after giving effect to any reallocation described above (any such cash collateralization to be accompanied by a permanent reduction in the Revolving Commitments in an amount equal to the Revolving LC Exposure so collateralized; such reduction (or any part thereof, as applicable) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based to be effective upon any release or application of such cash collateral in an amount equal to the amount so released or applied). All prepayments under the Specified Prepayment Sections shall be accompanied by accrued but unpaid interest on the respective amounts principal amount being prepaid to (but not including) the date of Term Loans prepayment, plus any fees, losses, costs and First Lien Notes and/or Pre-Existing Debt then outstandingexpenses referenced in such Specified Prepayment Sections.

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted pursuant to Section 9.09), to the extent that the aggregate amount of Net Cash Proceeds received by Borrower and its Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) If on any date in respect of all such Casualty Events or Asset Sales, when taken together, exceeds $1,000,000 in such fiscal year, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Default has occurred and is continuing or shall receive result therefrom, if, within five (5) Business Days following the occurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from any such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Recovery Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event thenor Asset Sale, with respect to the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may instead deem a portion be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (ai) If on any date the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Loss with respect to any Property, then Borrower shall receive promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any Asset Sale or Recovery Event then, such prepayment with respect to Net Cash Proceeds received on account of an amount equal Event of Loss so long as such Net Cash Proceeds are applied to 75% replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower or the relevant Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180 day period. Promptly after the end of such 180 day period, Borrower shall notify Administrative Agent whether Borrower or such Subsidiary may instead deem a portion has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds equal to the first 75% not so reinvested. The amount of the Total Net Proceeds to the Borrower or each such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on first to the fifth Business Day after the date such proceeds are received toward the prepayment of the outstanding Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal pro rata until paid in full and then to the relevant Reinvestment Prepayment Amount Revolving Loans. If Administrative Agent so requests, all proceeds of such Disposition or Event of Loss shall be applied toward the prepayment of the Term Loans deposited with Administrative Agent (or its agent) and held by it in the manner specified in Section 2.9(c); provided thatCollateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of replacing, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes rebuilding or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of restoring such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingProperty.

Mandatory Prepayments. (i) (x) If any Prepayment Event under any of clauses (a) If on any date through (d) of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event defined term “Prepayment Event” occurs, then, to the extent of any remaining Net Proceeds received by the Loan Parties on account thereof after application of such proceeds to outstanding ABL Obligations in accordance with respect to the ABL Loan Agreement or (y) if any Prepayment Event under clause (e) of the defined term “Prepayment Event” occurs, then the Borrowers shall, within five (5) Business Days (or immediately in the case of any incurrence of any Indebtedness that is not Permitted Indebtedness) after receipt of the Net Proceeds of each such Prepayment Event, prepay the Term Loans in an amount equal to 75% such Net Proceeds (or remaining Net Proceeds, as applicable), together with any applicable Prepayment Premium in the amount specified in the Agent Fee Letter; provided, however, that (x) notwithstanding anything to the contrary in the Agent Fee Letter, no Prepayment Premium shall become due and payable in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event”, (y) no prepayment shall be required in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event” if such prepayment would not then be permitted pursuant to Section 8(y) of the ABL Loan Agreement (as in effect on the Fifth Amendment Effective Date) and (z) the Borrowers shall be permitted to replace, repair, restore or rebuild Collateral that is subject to any casualty or other insured damage or any taking under power of eminent domain or by condemnation or similar proceeding of (and payments in lieu thereof), so long as (i) no Default or Event of Default has occurred and is continuing and (ii) any such Net Proceeds on account of such Prepayment Event not used to replace, repair, restore or rebuild such Collateral within 180 days after the receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in accordance with this Section 2.9(c); provided that, notwithstanding clauses (i2.6(b)(i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.6(c).

Mandatory Prepayments. (a) If on any date Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries shall receive of Net Cash Proceeds from in respect of any Prepayment Asset Sale or Recovery Event thenProperty Loss Event, with respect to the Borrower shall apply an amount equal to 75100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto, (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(d); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that or, within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Subsidiary may instead deem a portion of Net Cash Proceeds, and such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or are so reinvested within 180 days after such Subsidiary from such Asset Sale or Recovery Eventbinding commitment is so entered into); provided, when and as receivedhowever, to be the Allocated Proceeds of such Asset Sale or Recovery Event), that (iI) if such Allocated any Net Cash Proceeds are not Reinvestment Proceedsreinvested or applied as a repayment on or prior to the last day of the applicable application period, such Allocated Net Cash Proceeds shall be applied on the fifth within five Business Day after the date such proceeds are received toward Days to the prepayment of the Term Loans or as set forth above (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal without regard to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (iimmediately preceding proviso) and (iiII) aboveif, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the extent that Specified Senior Indebtedness pursuant to the terms of the documentation for Specified Senior Indebtedness Documentation or any First Lien Notes other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or Pre-Existing Debt that is secured on a pari passu basis with repayment periods, the Obligations under this Agreement require that a portion Borrower shall apply the relevant percentage of such Allocated Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied as required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.9(c2.13(d) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts day immediately preceding the date of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch required “offer to purchase” (without regard to the immediately preceding proviso).

Mandatory Prepayments. (a) If on Subject to Section 7.1 hereof, when any date the Borrower Loan Party or any Subsidiary sells or otherwise disposes of its Subsidiaries any Collateral other than Inventory in the Ordinary Course of Business, Loan Parties shall receive repay the Advances in an amount equal to the Net Cash Proceeds of such sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agents. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, to the outstanding principal installments of the Term Loan A in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, second to the outstanding principal installments of the Term Loan B in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and third to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof; provided further, that (x) in the event any Loan Party has received Net Cash Proceeds from any Asset Sale sale or Recovery disposition permitted pursuant to Section 7.1 hereof, (y) the Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of such Net Cash Proceeds, and (z) no Default or Event thenof Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) in accordance with respect to an the terms hereof in the amount equal to 75% of such Net Cash Proceeds to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (“Allocated Proceeds”; provided that 180) days from the Borrower date the Reinvestment Notice was received by the Agents. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such Subsidiary may instead deem proceeds held in such separate Depository Account, or be deemed to have requested a portion Revolving Advance in the amount of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower net cash proceeds, and such proceeds or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds Revolving Advances shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) set forth before the proviso above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted pursuant to Section 9.09), the Borrower shall make a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) If on any date of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries shall receive with respect to such Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, if, within five (5) Business Days following (x) the occurrence of any such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following (x) the occurrence of any such Asset Sale or Recovery Event then(y) the receipt of Net Cash Proceeds from any Casualty Event, with respect to the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may instead deem a portion be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If on any date Unless the Borrower or any of its Subsidiaries Approving Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenotherwise agree (and, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that if the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to Approving Party is the first 75% of Treasury, the Total Net Proceeds to Treasury concurrently agrees under the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery EventUST Facility), if any Additional First Lien Indebtedness or Permitted Unsecured Indebtedness is incurred by any Group Member (i) if other than an Excluded Subsidiary), then promptly upon such Allocated Proceeds are incurrence (and in any case not Reinvestment Proceedsmore than twenty Business Days thereafter), such Allocated Proceeds the Notes shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, prepaid by an amount equal to the relevant Reinvestment Prepayment Amount Applicable Net Cash Proceeds of such incurrence, as set forth in Section 2.5(d). If any amount in respect of Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a prepayment of the Notes pursuant to clause (n) of the definition of “Permitted Indebtedness,” then promptly upon the occurrence of such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be applied toward pursuant to Section 2.5(d) to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, Notes shall be subject to reduction to the extent that expatriation of such Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including, without limitation, violation of Contractual Obligations), (ii) would be reasonably likely to result in adverse personal liability of any director of any applicable Group Member, or (iii) would result in the terms insolvency of the documentation for any First Lien Notes or Preapplicable Non-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.U.S.

Mandatory Prepayments. (ai) If on any date Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d) of the definition of Permitted Dispositions), Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, prepay the outstanding principal amount of the Obligations in accordance with respect to Section 2.4(d) in an amount equal to 75100% of such the Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c)dispositions; provided that, notwithstanding clauses so long as (iA) no Default or Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (iiD) aboveBorrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds cash collateral account shall be paid to Agent and applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c2.4(d). Nothing contained in this Section 2.4(c)(i) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts shall permit Borrower or any of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingits Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4.

Mandatory Prepayments. (i) Until no Term Loans remain outstanding, and in the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any other Group Member in respect of any Prepayment Event, the Borrower shall, (x) within five Business Days after such Net Proceeds are received by Parent or any other Group Member that is a Domestic Subsidiary or (y) within 90 days after such Net Proceeds are received by any Group Member that is a Foreign Subsidiary, prepay the Term Loans as set forth in paragraph (v) below in an aggregate amount equal to (A) in the case of a Prepayment Event described in clause (c) of the definition of the term “Prepayment Event”, 50.0% of such Net Proceeds, (B) in the case of a Prepayment Event of the type described in clause (d)(ii) of the definition of the term “Prepayment Event”, 100% of such Net Proceeds attributable to the Excess Indebtedness Amount, and (C) in the case of all other Prepayment Events, 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) If on any date or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or any of its Restricted Subsidiaries shall receive intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Parent or any Asset Sale or Recovery Event of its Restricted Subsidiaries, then, with so long as no Default has occurred and is continuing, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further that (1) to the extent any such Net Proceeds therefrom have not been so applied by the end of such 180-day period, a prepayment shall be required on the first Business Day after the expiration of such period in an amount equal to 75% of such Net Cash Proceeds that have not been so applied and (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal 2) to the first 75% extent the aggregate Net Proceeds resulting from Prepayment Events of the Total Net Proceeds type described in clause (a) of the definition thereof received by the Group Members that have not been applied either to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of prepay the Term Loans or to acquire (iior replace or rebuild) real property, equipment or other tangible assets (excluding inventory) in accordance with this Section 3.04(c)(i) exceeds $35,000,000 at any given time, the Borrower shall, (x) within five Business Days if such Allocated excess Net Proceeds are Reinvestment Proceedsheld by Parent or any other Group Member that is a Domestic Subsidiary or (y) within 90 days if such excess Net Proceeds are held by any Group Member that is a Foreign Subsidiary, on each Reinvestment Prepayment Date, prepay the Term Loans as set forth in paragraph (v) below in an aggregate amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingexcess.

Mandatory Prepayments. (a) If on Unless the Approving Party shall otherwise agree (and, if the Approving Party is the Treasury, the Treasury concurrently agrees under the UST Facility), if any date Additional Secured Indebtedness or Permitted Unsecured Indebtedness is incurred by any Covered Group Member, then promptly upon the Borrower or receipt of any of its Subsidiaries shall receive Net Cash Proceeds from such incurrence (and in any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventcase not more than twenty Business Days thereafter), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds the Notes shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, prepaid by an amount equal to the relevant Reinvestment Prepayment Amount Applicable Net Cash Proceeds of such incurrence, as set forth in Section 2.5(d). If any amount in respect of Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a prepayment of the Notes pursuant to clause (n) of the definition of “Permitted Indebtedness,” then promptly upon the receipt of any Net Cash Proceeds from such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be applied toward pursuant to Section 2.5(d) to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, Notes shall be subject to reduction to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion expatriation of such Allocated Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including, without limitation, violation of Contractual Obligations), (ii) would be applied reasonably likely to purchase First Lien Notes result in adverse personal liability of any director of such Non-U.S. Subsidiary, or Pre(iii) would result in the insolvency of such Non-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.U.S.

Mandatory Prepayments. (a) If on any date Not later than the Borrower or any fifth Business Day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from in respect of any Asset Sale or any Recovery Event then, with respect (to an amount equal to 75% of the extent that such Net Cash Proceeds (“Allocated Proceeds”; provided that exceed $1,000,000 in the Borrower or such Subsidiary may instead deem a portion aggregate), the Borrowers shall apply 100% of such the Net Cash Proceeds equal (provided that such percentage shall be reduced to the first 75% of if the Total Net Proceeds Leverage Ratio after giving Pro Forma Effect to the Borrower or such Subsidiary from such Asset Sale is less than or Recovery Eventequal to 2.50 to 1.00 but greater than 2.00 to 1.00, when and as received, to be 50% if the Allocated Proceeds of Total Net Leverage Ratio after giving Pro Forma Effect to such Asset Sale is less than or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the 2.00 to 1.00) received with respect thereto to prepay outstanding Term Loans in the manner specified in accordance with Section 2.9(c2.13(d); provided thatprovided, notwithstanding clauses (i) and (ii) abovethat if at the time that any such prepayment would be required, the Borrowers or any Restricted Subsidiary is required to the extent that the terms of the documentation for any First Lien Notes repay, redeem or Pre-Existing Debt repurchase or offer to repay, redeem or repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations under this Agreement require that a portion pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Allocated Asset Sale or Recovery Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the applicable Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based (determined on the respective amounts basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time so long as the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingto the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenPrepayment Event, with respect to the Borrower shall promptly, and in any event within ten Business Days, make a prepayment of the Loans in an aggregate amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower shall not be required to prepay the Loans as a result of a Prepayment Event under clause (a) or such Subsidiary may instead deem a portion (b) of the definition thereof if (and to the extent in excess of the Prepayment Threshold Amount), for any fiscal year of the Borrower with respect to such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to received by the Borrower or any of its Subsidiaries from any of the events described in clause (a) or (b), respectively, of such Subsidiary from definition that are in excess of US$1,000,000 (with amounts under each such Asset Sale or Recovery clause (a) and clause (b) being separately calculated as in excess of US$1,000,000 (each, the “Prepayment Threshold Amount”)), the Borrower shall have delivered to the Administrative Agent a Reinvestment Notice prior to the date on which a prepayment would otherwise be required under this Section 2.8(a). If the Borrower delivers a Reinvestment Notice pursuant to the proviso to the immediately preceding sentence, such Net Cash Proceeds may be applied for the purposes set forth in such Reinvestment Notice and, if not so applied by the Reinvestment Prepayment Date with respect to the relevant Prepayment Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the such date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term the Loans in accordance with Section 2.9(cclause (c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term below, until such outstanding Loans and First Lien Notes and/or Pre-Existing Debt then outstandingare repaid in full.

Mandatory Prepayments. (a) If on at any date time after the Borrower or Closing Date any of its Subsidiaries shall receive Group Member receives any Net Cash Proceeds from the Incurrence of any Asset Sale Indebtedness (other than Excluded Indebtedness) or Recovery Event thenthe issuance of any Disqualified Capital Stock, with respect to the Borrower shall prepay the Term Loans on a pro rata basis on the date of such receipt in an amount equal to 75100% of such Net Cash Proceeds; provided, that if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided, further, that (“Allocated Proceeds”; provided that A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event)terms thereof, (iC) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the amount of prepayment of the Term Loans or (iithat would otherwise have been required pursuant to this Section 4.2(a) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) reduced accordingly and (iiD) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion holders of such Allocated Proceeds be applied Other Applicable Indebtedness decline to purchase First Lien Notes have such Indebtedness prepaid, redeemed or Pre-Existing Debt pursuant to a mandatory offer to purchase repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may rejection) be applied to prepay the Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingterms hereof.

Mandatory Prepayments. (a) Without limiting the requirements of Section 7.5 hereof regarding the consent of Majority Lenders to sales of property by Restricted Persons which are not permitted by Section 7.5, the proceeds of any sale of property (net of all reasonable costs and expenses, but excluding proceeds consisting of tangible property to be used in the business of Restricted Persons) by any Restricted Person (other than a sale of property permitted under Section 7.5 hereof) shall be placed in a collateral account under the control of Administrative Agent in a manner satisfactory to Administrative Agent immediately upon such Restricted Person's receipt of such proceeds and maintained therein for a period of ninety (90) days following the date of receipt thereof in cash (in this Section 2.7(a) referred to as the "Collateral Period"). If on any date consideration consists of an instrument or security, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenCollateral Period shall, with respect to an each amount equal to 75% of cash received in respect thereof, continue until ninety (90) days following such Restricted Person's receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal cash unless, pursuant to the first 75% of the Total Net Proceeds following sentence, an approved investment included such cash; any cash in a collateral account may be invested in Cash Equivalents designated by Borrower. During each Collateral Period, Borrower may propose to invest such proceeds in other property subject to the approval of Majority Lenders, and shall thereafter invest such proceeds in such property so approved by Majority Lenders. At the end of each Collateral Period or, if an investment is so proposed and approved during such Collateral Period, within one hundred-eighty (180) days after such proposed investment has been so approved by Majority Lenders, any such proceeds which have not been so invested by Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on pro rata to the fifth Business Day after reduction of the date such proceeds are received toward the prepayment outstanding principal balance of the Term Loans or (ii) if and the Revolver Loans at such Allocated Proceeds are Reinvestment Proceedstime, on each Reinvestment Prepayment Date, and the Revolver Commitment shall be reduced by an amount equal to the relevant Reinvestment Prepayment Amount shall be prepayment applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingRevolver Loans.

Mandatory Prepayments. (a) If 2.9.1 In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event, the Borrower shall, not later than the date that is fifteen days after such Net Cash Proceeds from are received by or on behalf of the Borrower or, subject to the limitations set forth in the proviso to this sentence, any Asset Sale or Recovery Event thenSubsidiary, with respect to prepay LIBOR Loans in an aggregate principal amount equal to 75100% of the amount of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower shall be required to make a prepayment pursuant to this Section 2.9.1 in respect of any Prepayment Event described in clause (a) or such (c) of the definition of the term “Prepayment Event” resulting from an Asset Sale solely involving property of a Subsidiary may instead deem or from the incurrence of Indebtedness of a portion of such Net Cash Proceeds equal Subsidiary, respectively, only to the first 75% extent that (i) the applicable Subsidiary is permitted under the terms of the Total Opco Credit Agreement, any Existing Term Loan Refinancing Documents or any other Indebtedness of any Subsidiary to distribute the Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventincurrence of Indebtedness, when and as receiveddirectly or indirectly, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day Borrower after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal giving effect to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans prepayment, mandatory offer or reinvestment requirements and terms, if any, set forth in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) applicable Indebtedness documentation and (ii) abovethe applicable Subsidiary is permitted to distribute the Net Proceeds, directly or indirectly, to the extent that the terms Borrower without violating any applicable Law or provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion Organizational Documents of such Allocated Subsidiary that are in effect on the Effective Date or come into effect after the Effective Date so long as any such limit on distributions to the Borrower were not put in place in contemplation of the requirements in this Section 2.9.1 (or, in the case of any Person that becomes a Subsidiary after the Effective Date, that are in effect on the date such Person becomes a Subsidiary so long as any such limit on distributions to the Borrower was not put in place in contemplation of the requirements in this Section 2.9.1); provided further that, once the restrictions set forth in the immediately preceding proviso with respect to such Subsidiary no longer apply, such Subsidiary shall promptly distribute the Net Proceeds from the applicable Prepayment Event (or the portion thereof that was not permitted to be applied distributed to purchase First Lien Notes the Borrower as a result of such restrictions, requirements or Pre-Existing Debt terms) to the Borrower and the Borrower shall promptly, and in no event less than 5 Business Days after the receipt thereof, make a prepayment pursuant to a mandatory offer to purchase this Section 2.9.1 with such First Lien Notes Net Proceeds (or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingportion thereof).

Mandatory Prepayments. (a) If on any date Not later than the Borrower or any fifth Business Day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from in respect of any Asset Sale or any Recovery Event then, with respect (to an amount equal to 75% of the extent that such Net Cash Proceeds exceed $1,000,000 in the aggregate), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(e); provided that: so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds are expected to be used, or committed to be used, to acquire assets useful (“Allocated Proceeds”in the good faith judgment of the U.S. Borrower) in the Borrowers’ (or their Restricted Subsidiaries’) business within 12 months following the date of such Asset Sale or Recovery Event; provided that the Borrower if all or such Subsidiary may instead deem a any portion of such Net Cash Proceeds equal to is not so reinvested within such 12-month period (or if the first 75% Borrowers or any of their Restricted Subsidiaries have entered into a binding contractual commitment for reinvestment within such 12-month period, not so reinvested within 18 months following the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds date of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds unused portion shall be applied on the fifth Business Day after the date last day of such proceeds are received toward the period as a mandatory prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans as provided in the manner specified in this Section 2.9(c2.13(a); provided thatfurther that if at the time that any such prepayment would be required, notwithstanding clauses (i) and (ii) abovethe Borrowers or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to the extent that the terms of the documentation for any First Lien Notes repay, redeem or Pre-Existing Debt repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations under this Agreement require that a portion pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Allocated Asset Sale or Recovery Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the applicable Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based (determined on the respective amounts basis of Term the aggregate outstanding principal amount of the Loans and First Lien Notes and/or Pre-Existing Debt then outstandingOther Applicable Indebtedness at such time so long as the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly.

Mandatory Prepayments. (a) If on Within ten (10) Business Days after the consummation of any date sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for such sale or other disposition, together with the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall receive deliver an Officer’s Certificate to the Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from any Asset Sale such sales or Recovery Event then, with respect to an amount equal to 75% other dispositions during such period). Unless within five (5) Business Days after receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds Required Lenders’ election to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventforego prepayment, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied then on the fifth date that is seven (7) Business Day Days after the date on which the Borrower shall have delivered such proceeds are received toward Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Ratable Share of the Term Loans amount of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the manner specified in Section 2.9(c); provided thatprincipal amount so prepaid. Notwithstanding the foregoing, notwithstanding clauses (i) up to 100% of the Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) above, only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the extent that the terms provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under first two sentences of this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingclause (a).

Mandatory Prepayments. (ai) If on any date the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Loss, then Borrower shall receive promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary (and in any Asset Sale event within three Business Days after receipt) of the Net Cash Proceeds of such Disposition or Recovery Event thenof Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that with respect to any Disposition other than a Specified Asset Sale (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an amount equal Event of Loss so long as such Net Cash Proceeds are to 75acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Loan Parties, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of Borrower not exceeding the greater of $7,000,000 or 10% of Consolidated EBITDA in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower or the relevant Subsidiary intends to reinvest, within 12 months of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the extent such Net Cash Proceeds are actually reinvested in assets related to its business within such time period. Promptly after the end of such 12-month period, Borrower shall notify Administrative Agent whether Borrower or such Subsidiary may instead deem a portion has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds equal to not so reinvested. In addition, in the first 75% of event that the Total Net Proceeds to Commitment Block is reduced by any Specified Asset Sale Commitment Amount and the related Specified Asset Sale is not consummated within 30 days after such reduction, the Borrower or shall, within three Business Days after such Subsidiary from such Asset Sale or Recovery Event30th day, when and as received, to be prepay the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Obligations in an amount equal to the relevant Reinvestment Prepayment Amount such Specified Asset Sale Commitment Amount. The amount of each prepayment described in this clause (b)(i), including with respect to any Specified Asset Sales, shall be applied toward first to the prepayment of outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the manner specified inverse order of maturity) until paid in Section 2.9(c); provided that, notwithstanding clauses (i) full and (ii) above, then to the extent that Revolving Credit without a corresponding reduction in the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingRevolving Credit Commitments.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (ii) if such Allocated Proceeds are Reinvestment Proceedsincluding the acceleration of claims by operation of law)), on each Reinvestment Prepayment DateBorrower shall immediately pay to Agent at the relevant time, an amount equal to the sum of: (i) all outstanding principal of the Term Loans, plus accrued and unpaid interest through the prepayment date, (ii) the Exit Fee, plus (iii) all other Obligations that are due and payable to the Lender, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Upon the occurrence of a Prepayment Event, Borrower shall immediately pay to the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Prepayment Event, at the relevant Reinvestment time, and amount equal to the applicable Prepayment Amount Amount, which shall be applied toward (i) first, to Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (ii) second, to the Exit Fee in respect of the principal of Term Loans being prepaid, (iii) third, to all accrued and unpaid interest though the prepayment date, (iv) fourth, to the outstanding principal of the Term Loans and (v) fifth, to all other Obligations. Upon the occurrence of a Regulatory Call Event or Manufacturing Call Event, the Borrower shall promptly pay the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Call Event (i) an amount so that the aggregate principal amount of Term Loans outstanding after such payment does not exceed $50,000,000 and (ii) the Exit Fee in respect of the principal of Term Loans being prepaid. In addition, following the occurrence of a Regulatory Call Event or Manufacturing Call Event, Borrower shall make consecutive monthly payments to the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Call Event of principal of $5,000,000 until the earlier of (x) such Call Event no longer continuing and (y) the aggregate principal amount of Term Loans outstanding is equal to or less than $25,000,000. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under this Agreement by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans amount outstanding under this Agreement in the manner specified full, Borrower shall pay any such fees to each Lender in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingAgreement.

Mandatory Prepayments. (a) If On each date on any date the which Borrower or any Lender actually receives a distribution of its Subsidiaries shall receive Net Cash Proceeds, and if Lender is not obligated to make such Net Proceeds from any Asset Sale or Recovery Event thenavailable to Borrower for a Restoration, with respect to Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to 75% one hundred percent (100%) of such Net Cash Proceeds (“Allocated Proceeds”; provided together with interest that would have accrued on such amounts through the Borrower or next Monthly Payment Date. The full amount of any such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on to the fifth Business Day after Components in the date order specified in Section 2.3.1 and any amount of such proceeds are received toward prepayment in excess of that required to pay the prepayment Debt in full and such interest shall, if any of the Term Loans Senior Mezzanine Loan, the Junior A Mezzanine Loan or the Junior B Mezzanine Loan is in existence, be paid in the following order of priority: (iia) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal first to the relevant Reinvestment Prepayment Amount Senior Mezzanine Loan, (b) second to the Junior A Mezzanine Loan and to the Preferred Equity, pari passu, (c) third to the Junior B Mezzanine Loan and (d) with any remainder being promptly remitted to Borrower. No Yield Maintenance Premium or other prepayment premium or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.2. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based by Lender on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingnext Monthly Payment Date.

Mandatory Prepayments. The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (aeach a “Casualty/Condemnation Prepayment”), in the manner and to the extent set forth in Section 7.4.2 hereof. Each Casualty/Condemnation Prepayment, after deducting Lender’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the settlement or collection of the Proceeds or Award, shall be applied by Lender as follows in the following order of priority: First, accrued and unpaid interest; Second, to Principal; and Third, to and any other amounts then due and owing under the Loan Documents, but, as between the Fixed Rate Loan and the Floating Rate Loan, as Lender shall elect in Lender’s sole and absolute discretion. If such Casualty/Condemnation Payment is made on any date other than a Payment Date, then such Casualty/Condemnation Payment shall include interest that would have accrued on the Borrower or Principal prepaid to but not including the next Payment Date. Provided that no Event of Default is continuing, any such mandatory prepayment under this Section 2.3.2 shall be without the payment of its Subsidiaries shall receive Net Cash Proceeds from the Yield Maintenance Premium, but, in the case of any Asset Sale or Recovery Event then, with respect prepayment that Lender elects to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal apply to the first 75% Floating Rate Loan, such prepayment shall be subject to the payment of the Total Net Proceeds Exit Fee. Notwithstanding anything to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventcontrary contained herein, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds each Casualty/Condemnation Prepayment shall be applied on in inverse order of maturity and shall not extend or postpone the fifth Business Day after the date such proceeds are received toward the prepayment due dates of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to monthly installments due under the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with this Agreement, or change the Obligations under this Agreement require that a portion amounts of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandinginstallments.

Mandatory Prepayments. (a) If on any date The BORROWER shall have the Borrower or any obligation to apply to the unpaid principal balances of its Subsidiaries shall receive Net Cash Proceeds the LOANS and all accrued interest and fees all of the NET AVAILABLE PROCEEDS received by the BORROWER from any Asset Sale PREPAYMENT DISPOSITIONS, CASUALTY EVENTS, or Recovery Event thenissuances of INDEBTEDNESS for borrowed money other than proceeds from purchase money INDEBTEDNESS which is otherwise permitted by the terms of this AGREEMENT. The MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS shall be permanently reduced by the amount of each payment of the NET AVAILABLE PROCEEDS that is applied to the unpaid principal balances of the LOANS. Notwithstanding the foregoing, with respect to (A) an amount equal to 75% such NET AVAILABLE PROCEEDS shall not be required to be so applied to any of the OBLIGATIONS and to the reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS so long as no DEFAULT or EVENT OF DEFAULT is then continuing and such NET AVAILABLE PROCEEDS (i) do not exceed Five Million Dollars ($5,000,000.00) when aggregated with all other NET AVAILABLE PROCEEDS not applied to the OBLIGATIONS and the permanent reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS, and (ii) are used to purchase replacement assets, in each case within 180 days following the date of receipt of such Net Cash Proceeds NET AVAILABLE PROCEEDS, and (“Allocated Proceeds”; provided that the Borrower B) if all or such Subsidiary may instead deem a any portion of such Net Cash Proceeds NET AVAILABLE PROCEEDS not required to be so applied as provided above in this Section 2.4 are not so reinvested to purchase replacement assets within such 180-day period (or such earlier date, if any, if the BORROWER determines not to reinvest the NET AVAILABLE PROCEEDS as set forth above), an amount equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds remaining portion shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion last day of such Allocated Proceeds be applied period (or such earlier date, as the case may be) as provided above in this Section 2.4 without regard to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis proviso.

Mandatory Prepayments. (ai) If on at any date time, the Borrower aggregate principal amount of Total Outstandings (excluding the face amount of any Letters of Credit that are Cash Collateralized or any back-stopped to the reasonable satisfaction of its Subsidiaries the Administrative Agent) exceeds the Line Cap, the Borrowers shall receive Net within one Business Day, upon notification by the Administrative Agent, prepay the Swing Line Loans first and then prepay (or Cash Proceeds from any Asset Sale or Recovery Event thenCollateralize, with respect to in the amount required by Section 2.03(f), in the case of Letters of Credit) the other Loans then outstanding in an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”excess; provided that nothing in this clause (b)(i) shall reduce the Borrower Revolving Credit Commitments. (ii) Subject to Section 3.04 hereof, all such payments in respect of the Loans pursuant to this Section 2.05 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.05 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrowers, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrowers to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m., New York City time. (iii) At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Administrative Borrower, on each Business Day, the Administrative Agent shall apply all same day funds in excess of $2,000,000 (other than Excluded Funds held in Excluded Accounts) credited to the Concentration Account and all amounts received pursuant to this Section 2.05(b) to one or more accounts maintained by Administrative Agent or such Subsidiary may instead deem a portion of other account as directed by the Administrative Agent. All amounts received in such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds account shall be applied on (and allocated) by the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Administrative Agent in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective 8.04; provided that no such amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.shall be applied to clauses “First”, “Fourth” or “Ninth” through “Last” thereof. (c)

Mandatory Prepayments. (a) If on Within 10 Business Days after the consummation of any date sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for such sale or other disposition, together with the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall receive deliver an Officer’s Certificate to the Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from any Asset Sale such sales or Recovery Event then, with respect to an amount equal to 75% other dispositions during such period). Unless within 5 Business Days after receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds Required Lenders’ election to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventforego prepayment, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied then on the fifth date that is 7 Business Day Days after the date on which the Borrower shall have delivered such proceeds are received toward Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Ratable Share of the Term Loans amount of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the manner specified in Section 2.9(c); provided thatprincipal amount so prepaid. Notwithstanding the foregoing, notwithstanding clauses (i) up to 100% of the Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) above, only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the extent that the terms provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under first two sentences of this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingclause (a).

Mandatory Prepayments. (a) If on In the event that the Borrower actually receives any date Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of its Subsidiaries shall receive the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.7(b) above) or Asset Sale or Recovery Event thenSale, with respect to in each case which Net Cash Proceeds are received after the Initial Funding Date, then the Borrower shall prepay the Advances in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that not later than three Banking Days following the receipt by the Borrower or any such Subsidiary may instead deem a portion of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any other member of the Consolidated Group, of such Net Cash Proceeds equal from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the first 75% date fixed for prepayment, plus, in the case of any Term Rate Advances, any amounts due to the Total Banks under Section 3.6(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith (which determination shall be conclusive) that repatriation to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery EventNet Cash Proceeds (x) would have adverse tax consequences (and, in the case of Debt Issuances, such adverse tax consequences are material), (iy) if such Allocated Proceeds are not Reinvestment Proceedswould be prohibited, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans delayed or restricted under applicable local law or (iiz) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to would violate the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion applicable organizational documents of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSubsidiary.

Mandatory Prepayments. (ai) If on When any date the Borrower Parent Holdco or any of its Subsidiaries shall receive Net Cash Proceeds from Subsidiary thereof makes any Asset Sale Disposition (other than dispositions permitted under Sections 4.3(a), 4.3(d), 4.3(e), 4.3(f), 4.3(h) or Recovery Event then4.3(i)) or experiences any Asset Loss Event, with respect to U.S. Borrowers shall repay the Advances in an amount equal to 75100% of the Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds shall be held in trust for Agent; provided, however, up to an aggregate of $1,000,000 per Fiscal Year (“Allocated or such higher amount as Agent and the Required Lenders may agree) of the Net Cash Proceeds of the foregoing shall not be required to be applied to the prepayment of the Advances to the extent such proceeds are to be used to replace, repair or restore, or otherwise reinvest in, assets used in any Borrower’s business and so long as: (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds”; provided , (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such Subsidiary may instead deem a proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (B)); provided, further, that (x) if all or any portion of such Net Cash Proceeds equal not so applied to the first 75% prepayment of the Total Advances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Proceeds Cash Proceeds, such amount shall be applied to the Borrower or such Subsidiary from such Asset Sale or Recovery EventAdvances as otherwise set forth herein, when and as received, to be on the Allocated Proceeds last day of such Asset Sale or Recovery Event)specified period, (iy) if such Allocated U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds are not Reinvestment Proceedsin accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Allocated Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the fifth Business Day after case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be deemed to be implied consent to any Disposition or other event otherwise prohibited by the date such proceeds are received toward terms and conditions hereof. Such repayments shall be applied (i) first, to the prepayment outstanding principal installments of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to Loan in the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment inverse order of the Term Loans in the manner specified in Section 2.9(c); provided thatmaturities thereof, notwithstanding clauses (i) and (ii) abovesecond, (A) to the extent such Asset Loss Event related to the U.S. Borrowers, to the extent that remaining U.S. Advances in such order as Agent may determine, subject to the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied U.S. Borrowers’ ability to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans reborrow U.S. Revolving Advances in accordance with Section 2.9(cthe terms hereof and (B) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on to the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingextent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof.

Mandatory Prepayments. (a) If on any date Subject to Section 2.13(g), not later than the Borrower tenth Business Day following the receipt of Net Cash Proceeds by Holdings or any of its Restricted Subsidiaries in respect of (A) one or more Asset Sales in an aggregate amount in excess of $2,500,000 per annum (other than any Disposition of any property or assets permitted by Section 6.05 (except Section 6.05(b)(xi) and (b)(xvii))) or (B) one or more Casualty Events in an aggregate amount in excess of $2,500,000 per annum, the Lead Borrower shall receive apply the Net Cash Proceeds from any Asset Sale or Recovery Event then, received with respect thereto to an amount equal to 75% of prepay outstanding Term Loans in accordance with Section 2.13(d); provided that if at the time any such prepayment would be required with any Net Cash Proceeds pursuant to this clause (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventa), the Lead Borrower is required to offer to repurchase the Permitted First Priority Refinancing Debt or any New Incremental Notes that are secured on a pari passu basis with the Obligations (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations under this Agreement require Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds in respect of any such Asset Sale or any such Casualty Event (such Indebtedness (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Lead Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further that a the portion of such Allocated Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be applied allocated to purchase First Lien Notes or Pre-Existing Debt the Other Applicable Indebtedness pursuant to a mandatory offer the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay the Term Loans in accordance with Section 2.9(cthe terms hereof) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on to the respective amounts prepayment of the Term Loans and First Lien Notes and/or Preto the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this clause (a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans pursuant to this clause (a). Notwithstanding the foregoing, the amount of Net Cash Proceeds from any Asset Sale or Casualty Event required to be (x) reinvested in assets (other than working capital assets) used or useful in the business of the Lead Borrower and its Restricted Subsidiaries or (y) applied to repay outstanding Loans, in each case as provided in this Section 2.13(a), shall be reduced on a dollar-Existing Debt then outstandingfor-dollar basis by the amount of any investment (not funded with Net Cash Proceeds from any other Asset Sale or Casualty Event that previously reduced a Loan Party’s or its Restricted Subsidiary’s obligation to repay Loans pursuant to this Section 2.13(a)) made by the Lead Borrower or any of its Restricted Subsidiaries in assets (other than working capital assets) used or useful in the business of the Lead Borrower and its Restricted Subsidiaries (including pursuant to a Permitted Acquisition (including a Permitted Acquisition of the equity interests in another Person)) within 90 days prior to the receipt of such Net Cash Proceeds.

Mandatory Prepayments. (a) If on Within (i) ten Business Days following the date of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the Borrower or date of receipt by Borrower, any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% Administrative Agent of the Total Net Proceeds insurance proceeds relating to the such Event of Loss, Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on required to repay the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward product of (x) the prepayment sum of the Term then outstanding aggregate principal amount of Indebtedness under the Senior Credit Facilities and the Loans and (y) a fraction (A) the numerator of which is equal to the appraised value (as determined in accordance with the manner specified most recent report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 2.9(c8.01(c) before giving effect to such Collateral Disposition); provided that (I) the foregoing payment shall be reduced by the amount of any mandatory prepayment made under the Senior Credit Facilities with respect to such Collateral Disposition and (II) if prior to the date on which payment is due hereunder, the Borrower provides the Administrative Agent with written notice of its intent to consummate a Vessel Exchange with the proceeds, then so long as no Default or Event of Default is continuing, the Credit Parties may use the funds received in such Collateral Disposition in accordance with the provisions of Section 9.02(a), provided further that, notwithstanding clauses (i) and (ii) above, to if a Default or Event of Default occurs after the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion date of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase Collateral Disposition and before the procedures set forth in Section 9.02(a) are completed, the Parent shall apply the proceeds of such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Collateral Disposition in accordance with Section 2.9(c) 4.02(a); provided further, that to the extent excess proceeds remain after any Vessel Exchange, such excess shall be applied first to repay the Senior Credit Facilities and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on second to repay the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLoans.

Mandatory Prepayments. (a) If Following any Casualty or Condemnation, on the next occurring Payment Date following the date on which Lender actually receives any date Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Borrower or any Outstanding Principal Balance of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to the Note in an amount equal to 75% one hundred percent (100%) of such Net Cash Proceeds (“Allocated Proceeds”; , and provided that the Borrower or no Event of Default has occurred and is continuing, such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prepayment to the first 75% be made without payment of the Total Yield Maintenance Premium; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Any partial prepayment under this Section 2.4.2 shall be applied to the last payments of principal due under the Loan and shall not in any event reduce or otherwise change the Monthly Debt Service Payment Amount. Notwithstanding anything to the contrary set forth herein, and provided no Event of Default has occurred and is continuing, in the event of a partial prepayment as set forth in this Section 2.4.2, for a period of one hundred eighty (180) days following such partial prepayment, Borrower or such Subsidiary from such Asset Sale or Recovery Eventmay prepay the remaining Outstanding Principal Balance, when without payment of the Yield Maintenance Premium, provided and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), on condition that: (i) if such Allocated Proceeds are Borrower shall provide Lender with not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after less than thirty (30) days irrevocable prior written notice of the date such proceeds are received toward upon which Borrower shall prepay the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c)Debt; provided that, notwithstanding clauses (i) and (ii) aboveBorrower shall pay: (A) all accrued and unpaid interest on the Outstanding Principal Balance prepaid; (B) all other amounts due under the Note, to the extent that the terms this Agreement or any of the documentation for any First Lien Notes or Pre-Existing Debt other Loan Documents; and (C) interest on the Outstanding Principal Balance so prepaid through the next succeeding Payment Date in the event that is secured on a pari passu basis with Borrower prepays the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on any date other than a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingPayment Date.

Mandatory Prepayments. Within five (a5) If on Business Days of the receipt of Net Cash Proceeds from the occurrence of any date Casualty Event or Specified Asset Sale, Holdings and the Borrower shall apply an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, to (i) the prepayment of outstanding Loans and (ii) the payment of accrued and unpaid interest on the principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee. Such Net Cash Proceeds shall receive be allocated to such prepayment and payments such that the full amount of principal, interest and prepayment fees payable hereunder shall be paid with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from any such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or Recovery to the cost of purchase or constructing other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event thenor Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, with respect in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Specified Asset Sale (or, if within such 180-day period the Borrower enters into a binding commitment to purchase or acquire such assets, within ninety (90) days from entering into such binding commitment), the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the Borrower or case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, with such Subsidiary may instead deem a portion amount of such Net Cash Proceeds equal being allocated to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of principal, the Term Loans or (ii) if payment of accrued and unpaid interest on such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an principal amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in being prepaid and the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to payment of the extent Early Prepayment Fee such that the terms full payable with respect to such mandatory prepayment is paid with such unused balance of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingNet Cash Proceeds.

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted pursuant to Section 9.09), the Borrower shall make a mandatory prepayment of the Loans, pro rata between Initial Loans and Delayed Draw Loans, in an amount equal to one hundred percent (100%) If on any date of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries shall receive with respect to such Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium, if any, such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, if, within five (5) Business Days following (x) the occurrence of any such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following (x) the occurrence of any such Asset Sale or Recovery Event then(y) the receipt of Net Cash Proceeds from any Casualty Event, with respect to the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may instead deem a portion be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment a Change of the Term Loans Control occurs or (ii) if such Allocated Proceeds the Term Loans are Reinvestment Proceedsaccelerated in accordance with Section 9 (including upon automatic acceleration as a result of bankruptcy), on Borrower shall immediately pay to Lenders in cash, payable to each Reinvestment Prepayment DateLender in accordance with its respective Pro Rata Share, an amount equal to the relevant Reinvestment sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, plus (ii) the Prepayment Amount shall be applied toward Premium, plus (iii) any other fees payable under this Agreement by reason of such prepayment, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and any accrued interest (including without limitation any interest accrued at the Default Rate). Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under this Agreement by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans Loans, Borrower shall pay any such fees to each Lender in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of this Agreement. For the documentation for avoidance of doubt, the Prepayment Premium shall not apply to any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with payments made pursuant to Section 2.2(b)(ii) resulting from the occurrence of any Revenue Target Violation. The Prepayment Premium shall also be payable in the event the Obligations under (and/or this Agreement require that a portion Agreement) are satisfied or released by foreclosure (whether by power of such Allocated Proceeds be applied to purchase First Lien Notes judicial proceeding), deed in lieu of foreclosure or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cby any other means. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. (a) If on any date In addition to the Borrower or any of its Subsidiaries scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to prepay the Term Loans in an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75100% of the Total Net Proceeds (w) from any sale or disposition by Holdco, Parent or any of their Subsidiaries of any interest in any Loan Party (other than from a sale to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventanother Loan Party), (ix) if such Allocated Proceeds are not Reinvestment Proceedsexcept as set forth below, such Allocated Proceeds from any Permitted Asset Sales (other than any Excluded Asset Sales) and (y) except as set forth in Section 5.5(e) hereof, received as a result of a casualty or condemnation. Such amount shall be applied on the fifth third Business Day after following receipt thereof by EnergySolutions or the date affected Subsidiary in accordance with Section 2.6(b). EnergySolutions shall also prepay the Term Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of EnergySolutions, and so long as no Default or Event of Default shall have occurred and be continuing, EnergySolutions may reinvest all or any portion of such proceeds are received toward Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the prepayment property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Term Loans or Secured Parties and (ii) if such Allocated any Net Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Dateno longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the relevant Reinvestment Prepayment Amount any such Net Proceeds shall be immediately applied toward to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.8(a), “Net Proceeds” shall exclude all Net Proceeds received by Duratek and purchase First Lien Notes and/or Pre-Existing Debt on its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a pro rata basis based on the respective amounts Subsidiary of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingDuratek.

Mandatory Prepayments. If a Casualty Event or Taking shall occur with respect to any Project, the Borrower, upon the Borrower’s or the Administrative Agent’s receipt of the applicable Insurance Proceeds or Condemnation Awards, shall prepay the Loan, if required by the provisions of Article X, on the dates and in the amounts specified therein without premium, or, if, pursuant to Section 10.03(j), the Administrative Agent applies Net Proceeds to repay the Loans without premium (abut, in each case, such repayments are subject to the provisions of Sections 2.08 and 5.05) If on any date but, if the portion of the Outstanding Principal Amount consisting of Base Rate Loans is less than the amount of Insurance Proceeds or Condemnation Awards received, or Net Proceeds retained, as applicable, then the amounts so applied to prepay the Loans shall be applied first to prepay in full the Base Rate Loans without premium and then, at the instruction of the Borrower (provided no Event of Default is then continuing), such Insurance Proceeds, Condemnation Awards or Net Proceeds, as applicable, shall be held in a Controlled Account by the Administrative Agent and applied, until Eurodollar Loans shall have matured, in which case, such Insurance Proceeds, Condemnation Awards or Net Proceeds held in the Controlled Account shall be applied in repayment of such Eurodollar Loans on the next Payment Date or successive Payment Dates until all such funds have been so applied to prepay the Loan (and in such case the amount so held shall continue to bear interest at the rate(s) provided in this Agreement until so applied to prepay the Loan). Nothing in this Section 2.07 shall be deemed to limit any obligation of the Borrower under the Deeds of Trust or any other Security Document, including any obligation to remit to the Cash Trap Account, Project-Level Account, or a Controlled Account pursuant to the Deeds of Trust or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to other Security Documents the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Insurance Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are Condemnation Awards or other compensation received toward the prepayment in respect of the Term Loans any Casualty Event or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTaking.

Mandatory Prepayments. (a) If on any date Subject to the terms of the Intercreditor Agreement, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to prepay the Loans in an amount equal to 75% the Net Cash Proceeds received by an Obligor on account of a Prepayment Event; provided, however, that, so long as no Cash Dominion Event or Event of Default shall have occurred and be continuing, Net Cash Proceeds on account of a Prepayment Event described in clause (a) or (b) of the definition of Prepayment Event shall not be required to be so applied to the extent an Obligor uses (or commits to use pursuant to a binding agreement) such Net Cash Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (to the extent such Net Cash Proceeds arose from the a Disposition of Term Loan Priority Collateral) within 180 days of the receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that and if so committed but not reinvested within such 180 day period, such Net Cash Proceeds are so reinvested within 270 days of the Borrower or such Subsidiary may instead deem a portion receipt of such Net Cash Proceeds), it being expressly agreed that (A) any such Net Cash Proceeds equal not reinvested or committed to be reinvested within the initial 180 day period shall be paid to the first 75% of the Total Net Proceeds Lenders and applied to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of repay the Term Loans or within five Business Days following the expiration of such 180 day period and (iiB) if any such Allocated Net Cash Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal committed to be reinvested during the initial 270 day period and not so reinvested within such 270 day period shall be paid to the relevant Reinvestment Prepayment Amount shall be Lenders and applied toward the prepayment of to repay the Term Loans in within five Business Days following the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion expiration of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding270 day period.

Mandatory Prepayments. (ai) If on The Borrower shall prepay Loans, without premium or penalty, but subject to Section 2.15, with (A) 100% of the Net Cash Proceeds received from Asset Sales (other than such Net Cash Proceeds to the extent that they (x) arise from an Asset Sale (or a series of related Asset Sales) in an amount less than $10,000,000, and (y) do not exceed $25,000,000 in aggregate during any date single fiscal year of the Borrower), provided, however, that the Borrower may elect to commit to reinvest such Net Cash Proceeds in its or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% Subsidiaries' business within twelve months of the receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided such election to be made by a written notice to the Administrative Agent describing such proposed reinvestment in reasonable detail), in which case such amounts shall be applied to repay the Revolving Loans then outstanding, if any, or otherwise (if none are outstanding) as directed by the Borrower, provided, further, that to the extent the Borrower does not so reinvest such proceeds within such period, it shall prepay, at the expiration of such twelve month period, the outstanding Loans in an amount equal to such non-reinvested proceeds; (B) if the credit rating for the Facilities is not at least BBB- and at least Baa3 (as respectively rated by S&P and Xxxxx'x, and in each case with a stable or such Subsidiary may instead deem a portion positive outlook) at the time of receipt of such Net Cash Proceeds equal to the first 75Proceeds, 100% of the Total Net Cash Proceeds to received from any issuance of Indebtedness of the Borrower or its Subsidiaries pursuant to Section 6.01(B)(o) and (C) if the credit rating for the Facilities is not at least BBB- and at least Baa3 (as respectively rated by S&P and Xxxxx'x, and in each case with a stable or positive outlook at the time any such Subsidiary from such Asset Sale or Recovery Event, when and as received, payment is required to be the Allocated Proceeds of such Asset Sale or Recovery Eventmade hereunder), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day within 90 days after the date such proceeds are received toward the prepayment last day of each fiscal year of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment DateBorrower, an amount equal to 50% of Excess Cash Flow for such fiscal year provided, that, the relevant Reinvestment Prepayment Amount no such payment of Excess Cash Flow pursuant to this clause(C) shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, required with respect to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingfiscal year 2003.

Mandatory Prepayments. (a) If on any date On the Borrower day of receipt by the Borrowers or --------------------- any of its their Subsidiaries shall receive of any Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the Borrower or such Subsidiary may instead deem a portion consummation of such Net Asset Disposition would not result in (x) the Operating Cash Proceeds equal Flow attributable to the first 75assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Total Net Proceeds to Operating Cash Flow of the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and Borrowers as received, to be of the Allocated Proceeds date of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) Disposition and (ii) abovethe Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to the extent that the terms invest in assets of the documentation for same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any First Lien Notes Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or Pre-Existing Debt in determining that a prepayment is secured on a pari passu basis with the Obligations not required) under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.5(a).

Mandatory Prepayments. (a) If The Borrower shall, on the date of receipt of any date Net Cash Proceeds by MCRC, the Borrower or their respective Subsidiaries from (a) the sale, lease, transfer or other disposition of any assets of its MCRC, the Borrower or their respective Subsidiaries shall receive (other than any sale, lease, transfer or other disposition of assets for Net Cash Proceeds from in the aggregate not to exceed $25,000,000 during the term of this Agreement), (b) the incurrence or issuance by MCRC, the Borrower or their respective Subsidiaries of any Asset Sale Indebtedness (other than borrowings under the Revolving Credit Facility); provided, however, that if any Indebtedness is incurred for a particular acquisition or Recovery Event thentransaction and such acquisition or transaction is either unwound or not consummated, with respect then the Net Cash Proceeds of such Indebtedness shall be used to pay back the lender of such Indebtedness, or (c) the issuance and sale by MCRC, the Borrower or their respective Subsidiaries of any Equity Interests for cash, prepay the Loans in an aggregate amount equal to 75% of such Net Cash Proceeds Proceeds. The Borrower shall make such prepayment together with all accrued interest on the amount prepaid. Notwithstanding the foregoing, (“Allocated Proceeds”; provided that 1) the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal shall not be required to make the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), prepayment described in clause (ia) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms Borrower uses such Net Cash Proceeds to purchase other real property assets, in a bona fide, qualified, deferred exchange under §1031 of the documentation for any First Lien Notes Code, provided that (i) the Borrower shall deposit all such Net Cash Proceeds of sale or Pre-Existing Debt that is secured on a pari passu basis other disposition, until required in connection with the Obligations under this Agreement require purchase of a property, with a qualified intermediary reasonably acceptable to the Administrative Agent and (ii) such qualified intermediary shall be instructed to pay such net proceeds to the Administrative Agent on behalf of the Lenders in the event that a portion either (x) such other real property assets are not identified within 45 days of such Allocated sale, or (y) such purchase does not occur within 180 days of such sale and (2) if MCRC, the Borrower or their respective Subsidiaries receives Net Cash Proceeds from the sale of the Real Estate located at 700 Xxxxxx Xxxxxx xx Xxx Xxxxxxxxx, Xxxxxxxxxx that would otherwise be applied required to purchase First Lien Notes or Pre-Existing Debt be used to prepay the Loans, the Borrower may elect to retain such Net Cash Proceeds if it instead reduces the Total Commitment pursuant to a mandatory offer §2.11 in an amount equal to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Net Cash Proceeds may be applied that would have otherwise been used to prepay Term Loans in accordance with Section 2.9(cthe Loans. Amounts repaid pursuant to this §2.10(a) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingmay not be reborrowed.

Mandatory Prepayments. (ai) If on any date the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Loss with respect to any Property, then Borrower shall receive promptly notify Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any Asset Sale or Recovery Event then, such prepayment with respect to Net Cash Proceeds received on account of an amount equal Event of Loss so long as such Net Cash Proceeds are applied to 75% replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $250,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90 day period. Promptly after the end of such 90 day period, Borrower shall notify Bank whether Borrower or such Subsidiary may instead deem a portion has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds equal to the first 75% not so reinvested. The amount of the Total Net Proceeds to the Borrower or each such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on first to the fifth Business Day after the date such proceeds are received toward the prepayment of the outstanding Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal until paid in full and then to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans Revolving Loans; provided that proceeds relating to Eligible Inventory and Eligible Receivables then included in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds Borrowing Base shall first be applied to purchase First Lien Notes the Revolving Loans. If Bank so requests, all proceeds of such Disposition or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes Event of Loss shall be deposited with Bank (or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cits agent) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on held by it in the respective amounts Collateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingreplacing, rebuilding or restoring such Property.

Mandatory Prepayments. (a) If on any date Immediately upon receipt by the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from of proceeds of any Asset Sale sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that disposition by the Borrower or such Subsidiary may instead deem of any of its assets (excluding (i) sales of inventory in the ordinary course of business and (ii) Designated Asset Sales) the Borrower shall prepay the Loans within five Business Days of receipt of such proceeds in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees, reserves and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, if paid to an Affiliate, subject to Section 7.7); provided, however, that if the Borrower shall deliver to the Administrative Agent within such five Business Days, a certificate of the Borrower to the effect that the Borrower or any of its Subsidiaries intends to apply the net cash proceeds from such asset sale (or a portion thereof as specified in such certificate) within 270 days after receipt of such net cash proceeds, to purchase replacement or other fixed assets for use in the operations of the Borrower or any of its Subsidiaries, and certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be required in respect of the net cash proceeds from such asset sale (or the portion of such Net Cash Proceeds equal to net cash proceeds specified in such certificate, if applicable); provided, further, that if by the first 75% end of the Total Net Proceeds to the Borrower or any such Subsidiary from 270 day period, any such Asset Sale or Recovery Eventnet cash proceeds therefrom have not been so applied, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on the fifth Business Day after the date required at such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, time in an amount equal to the relevant Reinvestment Prepayment Amount net cash proceeds not so applied. The Revolver Commitments of the Lenders may, at the option of the Required Lenders, be permanently reduced by the amount of any such prepayments made during the existence of any Event of Default. Any such prepayment shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cparagraph (b) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (ai) If on any Section 2.7(a) of the Term Loan Agreement is hereby amended by deleting such section in its entirety and substituting the following in lieu thereof: “Except for dispositions of Capital Stock of the Lingo Subsidiary in the Lingo Offering (which shall be governed by Section 2.7(b)) not less than 10 days after the date of receipt by the Borrower Parent or any of its Restricted Subsidiaries shall receive of Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to receipt by the Parent or any of its Restricted Subsidiaries of any insurance (other than business interruption insurance) or condemnation proceeds the Borrower shall prepay the Loans in an amount equal to 75(A) 80% of the Net Cash Proceeds of (x) any such Asset Sale (other than any disposition or issuance of all or any of the Capital Stock of Parent or any Restricted Subsidiary of Parent) and (y) any such insurance or condemnation proceeds; provided that such Net Cash Proceeds (“Allocated Proceeds”; provided shall not be required to be applied toward the prepayment of the Loans should the Borrower, at its option, deliver written notice to the Administrative Agent of the Borrower’s intention to invest such monies within 180 days of receipt in long-term assets, properties or equipment used in a business similar or related to the nature or type of the equipment, property or assets of, or the business of, the Borrower and its Restricted Subsidiaries existing on the date of such reinvestment or to finance the costs of repair or replacement of the equipment, properties or assets that are the subject of such sale, disposition, event giving rise to such insurance proceeds or condemnation or the cost of purchase or construction of other long-term assets useful in the business of the Borrower or its Restricted Subsidiaries, as such Subsidiary may instead deem business is being conducted on, and as of, the date of such reinvestment; provided, further, that within 10 days after the expiration of such 180-day period (x) the Borrower shall deliver to the Administrative Agent an Officer’s Certificate executed by a senior officer of the Borrower certifying the amount of such reinvestment that has occurred and the amount of binding commitments with regard to any such reinvestment and (y) any portion of such Net Cash Proceeds equal not reinvested or subject to the first 75% binding commitments which commit Borrower and/or any of the Total Net Proceeds its Restricted Subsidiaries to the Borrower or make such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day reinvestment within a 90-day period after the date of such proceeds are received toward Officer’s Certificate delivered in accordance with the prepayment of the Term Loans or immediately preceding clause (iix) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in (and any amounts subject to such binding commitments and not actually reinvested within such 90-day period shall be required to be applied to the manner specified in Section 2.9(c); provided that, notwithstanding clauses (iprepayment of the Loans) and (iiB) above, to the extent that the terms 25% of the documentation for Net Cash Proceeds from any First Lien Notes disposition or Pre-Existing Debt issuance of all or any Capital Stock of Parent or any Restricted Subsidiary of Parent (excluding Net Cash Proceeds received upon exercise of stock options by employees, or directors of Parent, the Borrower, or any Restricted Subsidiary; provided that is secured on a pari passu basis with such Net Cash Proceeds do not exceed $1,000,000 in the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans aggregate in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingany calendar year).”

Mandatory Prepayments. If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations (a) If on any date the Borrower other than, indemnity obligations that are not then due and payable or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal which no claim has been made) in full in cash together with accrued interest thereon to 75% the date of such Net Cash Proceeds (“Allocated Proceeds”prepayment and all other amounts owing to Agent and Lenders under the Loan Documents and the Revolving Advance Prepayment Additional Interest and Term Loan Prepayment Additional Interest that would be payable on such date, and whereupon the Revolving Loan Commitments shall be terminated; provided provided, that if such event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% benefit of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment DateLenders, an amount equal to the relevant Reinvestment Prepayment Amount sum of the Revolving Commitment Lockout Period Additional Interest and the Term Loan Lockout Period Additional Interest; provided further that any such prepayment shall be applied toward in compliance with Section 6.16 hereof. In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) sells any Pledged Lease or other material assets or other properties, (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account, and the Revolving Advance Prepayment Additional Interest provided for in clause (i) of the definition thereof, provided, that if such event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of the Lenders, an amount equal to the amount of interest that would have accrued on the sum of the principal balance of the Loan plus projected further utilization of the Loan hereunder (as determined by Agent in its Permitted Discretion), from such date of prepayment to May 14, 2021, at a per annum rate equal to the Calculated Rate. In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, however, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) of the definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then Borrower shall without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that the Borrowing Base is equal to or exceeds the then outstanding principal balance of the Loan. The pledge and delivery to Agent of additional Eligible Leases shall comply with the document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid principal balance of the Loan is equal to or less than the Borrowing Base. Payments by Agent; Protective Advances Should any amount required to be paid under any Loan Document be unpaid beyond any applicable cure period, such amount may be paid by Agent, for the account of Lenders, which payment shall be deemed a request for an Advance under the Loan as of the date such payment is due, and Borrower irrevocably authorizes disbursement of any such funds to Agent, for the benefit of itself and the Lenders, by way of direct payment of the relevant amount, interest or Obligations in accordance with Section 2.4 without necessity of any demand whether or not a Default or Event of Default has occurred or is continuing. No payment or prepayment of any amount by Agent, Lenders or any other Person shall entitle any Person to be subrogated to the Term Loans rights of Agent and/or Lenders under any Loan Document unless and until the Obligations are repaid in full and the Loan Agreement and the other Loan Documents have been terminated. Any sums expended or amounts paid by Agent and/or Lenders as a result of Borrower’s failure to pay, perform or comply with any Loan Document or any of its Obligations may be charged to Borrower’s account as an Advance under the Loan and added to the Obligations. Notwithstanding any provision of any Loan Document, Agent, in its sole discretion, shall have the right, but not any obligation, at any time that Borrower fails to do so, and from time to time, without prior notice, to: (i) discharge (at the Borrower’s expense) taxes or Liens affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize the Agent’s Lien priority in the manner specified Collateral, including any underlying collateral securing any Lease; or (ii) make any other payment (at the Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral, or any underlying collateral securing any Lease (each such advance or payment set forth in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above), a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.4 and any Protective Advances shall bear interest at the extent that Applicable Rate plus the terms Default Rate from the date the Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall be construed as a waiver by Agent, or any Lender of any Default, Event of Default, Default Trigger Event, First Payment Default Trigger Event or any of the documentation for rights or remedies of Agent or any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLender.

Mandatory Prepayments. (a) If on any day a Credit Facility Deficit exists, Borrowers shall immediately pay to Agent an amount equal to such Credit Facility Deficit to be applied to the outstanding principal amount of the Term Loans and the Advances in accordance with clause (d) below. If on any day an EBITDAP Deficit exists, Borrowers shall immediately pay to Agent an amount equal to such EBITDAP Deficit to be applied to the outstanding principal amount of the Term Loans and the Advances in accordance with clause (d) below. If on any day an Indenture Deficit exists, Borrowers shall immediately pay to Agent an amount equal to such Indenture Deficit to be applied to the outstanding principal amount of the Term Loans and the Advances in accordance with clause (d) below. If at any time the outstanding principal amount of the Term Loan A exceeds the Term Loan A Amount, Borrowers shall immediately pay to Agent an amount equal to such excess, to be applied to the principal installments of the Term Loan A in the inverse order of maturity. Agent shall have the right to have the Eligible Equipment and Eligible Real Property Collateral reappraised by a qualified appraisal company selected by Agent in its Permitted Discretion from time to time after the Closing Date for the purposes of the definition of "Term Loan A Amount" and this Section 2.4(c)(iv); provided, that so long as no Default or Event of Default has occurred and is continuing, Borrowers shall only be obligated to pay for fees and charges incurred for not more than 1 such appraisal of the Eligible Equipment in any calendar year and not more than 1 such appraisal of the Eligible Real Property Collateral in any calendar year; provided, further, that such appraisal of the Eligible Equipment or the Eligible Real Property Collateral, as the case may be, shall be in the form of a "desktop appraisal" if (A) at least 1 full appraisal of the Eligible Equipment or the Eligible Real Property Collateral, as the case may be, was performed in the prior calendar year and (B) if at the time of the commencement of such appraisal (1) no Default of Event of Default has occurred and is continuing, (2) Borrowers had Excess Availability of not less than $5,000,000 for the 30 consecutive day period immediately prior to such date and (3) the Borrower trailing 12 month EBITDAP of Parent and its Subsidiaries for the immediately preceding 12 month period was not less than 80% of the projected EBITDAP for such 12 month period, based on the most recent Projections delivered to Agent in accordance with Section 6.3(c); provided, that for the period from January 1, 2003 through August 31, 2003, EBITDAP shall be calculated on an Annualized basis. If on any day a Term Loan B Deficit exists (based upon the most recent financial statements of Parent and its Subsidiaries delivered to Agent pursuant to Section 6.3), Borrowers shall immediately pay to Agent an amount equal to such Term Loan B Deficit to be applied to the outstanding principal of the Term Loans and the Advances in accordance with clause (d) below. If on any day a Term Loan C Deficit exists (based upon the most recent financial statements of Parent and its Subsidiaries delivered to Agent pursuant to Section 6.3 or Enterprise Valuation with respect to the Loan Parties, as applicable), Borrowers shall immediately pay to Agent an amount equal to such Term Loan C Deficit to be applied to the outstanding principal of the Term Loans and the Advances in accordance with clause (d) below. The Lender Group shall have the right to have an Enterprise Valuation performed from time to time after the Closing Date for the purposes of the definition of "Term Loan C Deficit" and this Section 2.4(c)(vi); provided, that so long as no Default or Event of Default has occurred and is continuing, Borrowers shall only be obligated to pay for fees and charges incurred for not more than 1 such Enterprise Valuation in any calendar year. Within 10 days of delivery to Agent and Lenders of audited annual financial statements pursuant to Section 6.3(b), commencing with the delivery to Agent and Lenders of the financial statements for the Fiscal Year ended December 31, 2003, or, if such financial statements are not delivered to Agent and Lenders on the date such statements are required to be delivered pursuant to Section 6.3(b), 10 days after the date such statements are required to be delivered to Agent and Lenders pursuant to Section 6.3(b), Borrowers shall prepay the outstanding principal amount of the Term Loans and the Advances in accordance with clause (d) below in an amount equal to 50% of the Excess Cash Flow of Parent and its Subsidiaries for such Fiscal Year to the extent that the Excess Cash Flow of Parent and its Subsidiaries for such Fiscal Year exceeds $200,000. Immediately upon any sale or disposition by any Loan Party or any of its Subsidiaries of property or assets, Borrowers shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, prepay the outstanding principal amount of the Term Loans and the Advances in accordance with respect to clause (d) below in an amount equal to 75100% of such the Net Cash Proceeds (“Allocated Proceeds”; provided received by such Person in connection with such sales or dispositions to the extent that the Borrower or such Subsidiary may instead deem a portion aggregate amount of such Net Cash Proceeds equal received by all Loan Parties and their Subsidiaries (and not paid to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and Agent as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the a prepayment of the Term Loans and the Advances) for all such sales or dispositions shall exceed $100,000 in any Fiscal Year (iiother than sales or dispositions of Inventory or insurance policy or condemnation awards with respect to Inventory). Nothing contained in this subclause (viii) if such Allocated Proceeds are Reinvestment Proceedsshall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, on each Reinvestment Prepayment Date, Borrowers shall prepay the outstanding principal of the Term Loans and the Advances in accordance with clause (d) below in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion 100% of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase Extraordinary Receipts, net of any reasonable expenses incurred in collecting such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingExtraordinary Receipts.

Mandatory Prepayments. (a) If On the next occurring Payment Date following the date on which Lender actually receives any date Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for the Borrower Restoration of the Property or any part thereof or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 of its Subsidiaries shall receive this Agreement, Borrower authorizes Lender, at Lender’s option, to apply Net Cash Proceeds from as a prepayment of all or a portion of the outstanding principal balance of the Loan together with accrued interest on the portion of the principal balance of the Loan prepaid and any Asset Sale or Recovery Event then, with respect to other sums due hereunder in an amount equal to 75% one hundred percent (100%) of such Net Cash Proceeds (“Allocated Proceeds”; provided except that Awards (as defined in the Borrower or such Subsidiary may instead deem a portion Loan Agreement) in respect of such Net Cash Proceeds equal to the first 75% any temporary taking of the Total Property, unless an Event of Default shall have occurred and be continuing, shall be applied as if they constituted Rents; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its discretion. Other than during the existence of an Event of Default, no premium shall be due in connection with any prepayment made pursuant to this Section 2.3.3. If Net Proceeds are so applied to payment of the Debt rather than made available to Borrower for Restoration, then, provided no Event of Default exists, Borrower shall have a one-time right to prepay the Debt in full only, without payment of any premium or such Subsidiary from such Asset Sale or Recovery Eventpenalty, when and as receivedprovided that: (a) the amount of Net Proceeds so applied is not less than fifty-one percent (51%) of the outstanding principal amount of the Debt, to be the Allocated Proceeds (b) Borrower gives written notice of such Asset Sale or Recovery Event), election to prepay the Debt in full not later than three (3) months after the date which is the earlier of (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated the date Lender notifies Borrower that the Net Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c)Debt; provided that, notwithstanding clauses (i) and (ii) above, the date Lender applies the Net Proceeds to the extent that Debt; (c) the terms Debt is prepaid in full not later than three (3) months after Borrower gives Lender such notice; and (d) such prepayment is made on a Payment Date or if such prepayment is not made on a Monthly Payment Date, then Borrower shall pay to Lender interest for the full Accrual Period during which the prepayment occurs. No premium shall be due in connection with any prepayment made pursuant to this Section 2.3.3, provided that, for the avoidance of doubt, Borrower shall remain liable for payment of the documentation for Exit Fee and any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingBreakage Costs.

Mandatory Prepayments. (aa)(i) If on The Borrower shall use the Net Proceeds of any date the Borrower sale or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that disposition by the Borrower or such Subsidiary may instead deem of any of the Collateral other than Pledged Aircraft (including sale and leaseback transactions and excluding (A) sales of inventory in the ordinary course of business, (B) Designated Asset Sales and (C) sales or dispositions among the Borrower and its Subsidiaries) within sixty (60) days of receipt thereof to either make a portion partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the Administrative Agent, additional Collateral for the benefit of the Lenders, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, and of equal or greater aggregate value to such Collateral, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent to that Collateral disposed of or sold. Additionally, the Borrower shall use the Net Proceeds of any Casualty, sale or disposition by the Borrower or such Subsidiary of any of the Pledged Aircraft (excluding sales or dispositions among the Borrower and its Subsidiaries so long as such Pledged Aircraft remains subject to the Administrative Agent’s perfected first priority security interest) within sixty (60) days of such Net Cash Proceeds equal sale or disposition (or one hundred eighty (180) days with respect to a Casualty) to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the first 75% Administrative Agent, for the benefit of the Total Lenders, any combination of aircraft of equal or greater aggregate value, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, to that Pledged Aircraft sold, damaged (to the extent of a total loss), disposed of or destroyed. In each case, upon receipt of Net Proceeds from any such Casualty (with respect to Pledged Aircraft), sale or disposition, the Borrower shall deposit or shall cause to be deposited such Net Proceeds into an account with one of the Lenders subject to a control agreement on terms and condition reasonably acceptable to the Administrative Agent. In the event that Net Proceeds are received by the Administrative Agent as loss payee relating to a Casualty of a Pledged Aircraft, the Administrative Agent shall, at the Borrower’s request, either (i) apply such Net Proceeds to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or (ii) upon the Borrower’s (or such Loan Party’s or Loan Parties’) substitution of Pledged Aircraft pursuant to the terms of this Section 2.8(a)(i) and provided no Event of Default has occurred and is continuing, promptly deliver to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be Loan Party the Allocated Proceeds amount of such Asset Sale Net Proceeds received by the Administrative Agent with respect to such Pledged Aircraft relating to such Casualty. In the event of a Casualty of Collateral other than Pledged Aircraft, the Borrower or Recovery Event), the relevant Loan Party (i) if shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (ii) in lieu of making a prepayment under this Section 2.8(a)(i) with respect to such Allocated Casualty, may substitute Collateral of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within one hundred eighty (180) days of such Casualty. If at the end of any such one hundred eighty (180) day period, any Net Proceeds are from a Casualty of any Pledged Aircraft or other Collateral have not Reinvestment Proceedsbeen used for prepayment or substitute Collateral provided pursuant to this Section 2.8.(a)(i), then such Allocated Net Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the to make a partial prepayment of the Term Loans or (ii) if and the Existing Credit Facility Term Loans on a pro rata basis. Upon such Allocated Proceeds are Reinvestment Proceedsa substitution of Collateral and provided no Event of Default has occurred and is continuing, on each Reinvestment Prepayment Date, an amount equal the Administrative Agent shall promptly deliver to the relevant Reinvestment Prepayment Amount shall be applied toward Borrower or such Loan Party the amount of such Net Proceeds received by the Administrative Agent with respect to such Collateral relating to such Casualty. Any such prepayment on account of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations made under this Agreement require that a portion of such Allocated Proceeds Section 2.8(a)(i) shall be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cparagraph (C) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (a) If on any date Upon receipt by Holdings, the Borrower or any of its Subsidiaries shall receive of, and subject to the terms of the Intercreditor Agreement and 2.6(b), (i) Net Cash Proceeds arising from any an Asset Sale or Sale, Recovery Event thenor Debt Issuance, with respect to the Borrower shall immediately prepay the Loans in an amount equal to 75100% of such Net Cash Proceeds; or (ii) Net Cash Proceeds (“Allocated Proceeds”; provided that arising from an Equity Issuance, the Borrower shall immediately prepay the Loans in an amount equal to 50% of such Net Cash Proceeds, in the case of clause (i) or such Subsidiary may instead deem a (ii), minus an amount equal to the portion of such Net Cash Proceeds equal paid pursuant to the first 75% First Lien Credit Agreement; provided, however, that in the case of any Net Cash Proceeds constituting the Total Net Proceeds Reinvestment Deferred Amount with respect to a Reinvestment Event, the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be shall prepay the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event; provided, however, that the amount of Net Cash Proceeds received in the same Fiscal Year from one or more Reinvestment Events that may be specified as Reinvestment Deferred Amounts in one or more Reinvestment Notices shall not exceed $20,000,000 in the aggregate for all such Net Cash Proceeds so received. Any such mandatory prepayment shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c2.7(b) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (a) If on The Borrower shall prepay the Loans in accordance with the following: Concurrently with the incurrence of any date the Borrower Indebtedness by any Loan Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to (x) prepay the Loans in an amount equal to 75% of such Net Cash Proceeds one hundred percent (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% 100%) of the Total applicable Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as receivedDebt Proceeds, to be applied as set forth in Section 4.02(b) and (y) pay the Allocated Proceeds of such Asset Sale or Recovery Event)applicable Prepayment Premium, (iif any. Nothing in this Section 4.02(a)(i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the fifth terms of this Loan Agreement. Within five (5) Business Day after the date such proceeds are received toward the prepayment Days of the Term Loans receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Disposition under Section 9.04(a) or (iib) if such Allocated Proceeds are Reinvestment Proceedsin excess of $1,500,000, on each Reinvestment Prepayment Date, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the relevant Reinvestment Net Disposition Proceeds from such Disposition, to be applied as set forth in Section 4.02(b), and, solely to the extent such Disposition is with respect to all or substantially all of the assets of the Loan Parties and their Subsidiaries taken as a whole, the Borrower shall pay the applicable Prepayment Amount Premium, if any; provided, however, that the Borrower may, at its option by written notice to the Administrative Agent on or prior to the date of the Disposition giving rise to such Net Disposition Proceeds, within one hundred eighty (180) days after such event, reinvest or commit to reinvest such Net Disposition Proceeds in fixed assets to be used in the business of the Borrower and its Subsidiaries so long as (A) [reserved], (B) no Default or Event of Default has occurred and is continuing, and the Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing, (C) such Net Disposition Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment and (D) the Borrower shall be in compliance with Section 9.13(bc) on a pro forma basis after giving effect to such reinvestment; provided further, that, if such Net Disposition Proceeds are committed to be reinvested within such one hundred eighty (180) period, such Net Disposition Proceeds shall actually be reinvested within an additional one hundred twenty (120) day 57 period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Loan Agreement. Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Casualty Event in excess of $1,000,000, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, to be applied toward as set forth in Section 4.02(b); provided, however, that the Borrower may, at its option by written notice to the Administrative Agent no later than one hundred eighty (180) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property or reinvested in fixed assets to be used in the business of the Borrower and its Subsidiaries so long as such Net Casualty Proceeds are in fact used or are committed to be used to rebuild or replace the damaged, destroyed or condemned assets or property within such one hundred eighty (180) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds not so used after such period to be applied as set forth in Section 4.02(b); so long as (A) no Default or Event of Default has occurred and is continuing, and the Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing, (B) such Net Casualty Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment and (C) the Borrower shall be in compliance with Section 9.13(bc) on a pro forma basis after giving effect to such reinvestment; provided further, that, if such Net Casualty Proceeds are committed to be reinvested within such one hundred eighty (180) day period, such Net Casualty Proceeds shall be actually reinvested within an additional one hundred twenty (120) days. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any Casualty Event. It is understood and agreed the Prepayment Premium is not due and payable for payments under this clause (iii). [reserved]. [reserved]. [reserved]. Notwithstanding anything to the contrary herein, immediately upon any acceleration of any Obligations pursuant to Section 10.02, (whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrower or any other Loan Party), the Borrower shall immediately repay all the Loans, together with the applicable Prepayment Premium, unless only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid together with the applicable Prepayment Premium). The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 4.02(a)(vii) (i) is additional consideration for providing the Loans, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Term Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the manner specified Closing Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Loans or for the occurrence of any Event of Default. Concurrently with any Change of Control, the Borrower shall repay all of the Loans, together with the applicable Prepayment Premium, if any, and all other outstanding Obligations. Within five (5) Business Days after the date that the annual consolidated financial statements of the Borrower and its Subsidiaries are required to be delivered pursuant to Section 8.01(c) after the end of each fiscal year ending after the Closing Date, beginning with the fiscal year ending December 31, 2021, the Borrower will prepay the Loans, to be applied as set forth in Section 2.9(c4.02(b); provided that, notwithstanding clauses in an amount equal to (ix) and the Prepayment Percentage of Excess Cash Flow, if any, for such fiscal year minus (iiy) above, other than to the extent that made from Net Debt Proceeds from any long-term Indebtedness, the terms principal amount of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans voluntarily prepaid in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding4.01 during such fiscal year.

Mandatory Prepayments. (ai) If on any date Within five (5) Business Days of the Borrower or any receipt of its Subsidiaries shall receive Net Cash Proceeds from the occurrence of any one or more Casualty Events or Specified Asset Sale or Recovery Event thenSales, with respect to in either case, in excess of $1,000,000 in the aggregate per annum, the Borrower shall cause an amount equal to 75% one hundred percent (100%) of such Net Cash Proceeds to be applied to (“Allocated i) the prepayment of the outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such amount of Net Cash Proceeds being allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, together with any accrued and unpaid interest thereon, the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be paid in full with such Net Cash Proceeds”; provided . Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Agent a notice to the effect that the Borrower intends to reinvest the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Subsidiary Casualty Event or Specified Asset Sale or to the cost of purchasing or constructing other assets useful in the business of the Borrower or its Subsidiaries or in connection with a Permitted Acquisition or other similar Investment permitted hereunder, then such Net Cash Proceeds of such Casualty Event or Specified Asset Sale may instead deem a portion be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Specified Asset Sale are actually applied for such purpose; provided that, in the event such Net Cash Proceeds have not been so applied within three hundred sixty (360) days following the occurrence of such Casualty Event or Specified Asset Sale, the Borrower shall cause one hundred percent (100%) of the unused balance of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), applied to (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such Allocated amount of Net Cash Proceeds are Reinvestment Proceedsbeing allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, on each Reinvestment together with any accrued and unpaid interest thereon, the Early Prepayment Date(if applicable), an amount equal to the relevant Reinvestment Prepayment Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be applied toward the prepayment paid in full with such unused balance of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingNet Cash Proceeds.

Mandatory Prepayments. (a) If On the next occurring Monthly Payment Date following the date on any date the Borrower or any which Lender actually receives a distribution of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenProceeds, with respect to an amount equal to 75% of if Lender does not make such Net Cash Proceeds (“Allocated Proceeds”; provided that the available to Borrower or for a Restoration, Lender shall, at its option, apply such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or prepayment of the Outstanding Principal Balance; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Subsidiary from such Asset Sale or Recovery EventNet Proceeds to the Debt in any order, when proportion and priority as received, Lender may determine in its sole and absolute discretion. Any prepayment received by Lender under this Section 2.4.2 shall be (a) subject to be the Allocated Proceeds of such Asset Sale or Recovery Event), Section 2.4.3 hereof and (b) accompanied by (i) if such Allocated Proceeds are all interest which would have accrued on the principal amount prepaid through, but not Reinvestment Proceedsincluding, such Allocated Proceeds Monthly Payment Date, (ii) all other sums then due and payable under the Loan Documents, and (iii) all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such prepayment. Provided that no Event of Default shall have occurred and be continuing, no Yield Maintenance Premium or other prepayment premium or penalty shall be applied on due in connection with any prepayment made pursuant to this Section 2.4.2. In the fifth Business Day after event that Lender applies the date such proceeds are received toward Net Proceeds to the prepayment of the Term Loans Outstanding Principal Balance and such application shall result in a reduction of the Outstanding Principal Balance in an amount greater than sixty percent (60%) of the Loan, then, subject to Section 2.4.3 hereof, Borrower may, at its option and upon not less than sixty (60) days prior notice to Lender, prepay the remaining Outstanding Principal Balance (such remaining Outstanding Principal Balance after application of the Net Proceeds to the Debt hereinafter, the “Remaining Principal Amount”) in whole only with payment of the Yield Maintenance Premium (which Yield Maintenance Premium, for the avoidance of doubt, shall be due only with respect to the Remaining Principal Amount); provided, however, payment of the Yield Maintenance Premium with respect to the Remaining Principal Amount shall not be required if the prepayment occurs on or after the Open Prepayment Date. Any prepayment received by Lender pursuant to the foregoing shall be accompanied by (iia) all interest which would have accrued on the principal amount prepaid through, but not including, the next occurring Monthly Payment Date (or, if such Allocated Proceeds are Reinvestment Proceeds, prepayment occurs on each Reinvestment Prepayment a Monthly Payment Date, an amount equal to through, but not including, such Monthly Payment Date), (b) all other sums then due and payable under the relevant Reinvestment Prepayment Amount shall be applied toward Loan Documents, (c) the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatYield Maintenance Premium, notwithstanding clauses (i) if any is applicable, and (iid) above, to the extent that the terms of the documentation for any First Lien Notes or Preall reasonable out-Existing Debt that is secured on a pari passu basis of-pocket costs and expenses incurred by Lender in connection with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingprepayment.

Mandatory Prepayments. (a) If on The Borrower shall prepay the Term Loans held by the Lenders electing to receive a prepayment of the Term Loans from the proceeds of any date sale or disposition by the Borrower or such Subsidiary of any of the Collateral (excluding (i) sales of inventory in the ordinary course of business, (ii) Designated Asset Sales and (iii) sales or dispositions among the Borrower and its Subsidiaries), to the extent required under this Section 2.8(a). To the extent that the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds applies the cash proceeds from any Asset Sale such asset sale (or Recovery Event thena portion thereof) (net of commissions and other reasonable and customary transaction costs, with respect fees, reserves and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, if paid to an amount equal Affiliate, subject to 75% Section 7.7) or under the clauses first and second of Section 2.8(c)) within 300 days of receipt of such Net Cash Proceeds net cash proceeds to purchase replacement or other fixed assets for use in the operations of the Borrower or any of its Subsidiaries, then no prepayment shall be required in respect of the net cash proceeds (“Allocated Proceeds”; provided or portion thereof so applied) from such asset sale. In the event that the Borrower or any of its Subsidiaries has not applied the cash proceeds from such Subsidiary may instead deem a portion asset sale in accordance with the preceding sentence (the amount of such Net Cash Proceeds equal to unapplied cash proceeds being the first 75% “Excess Proceeds”), the Borrower shall, within 10 days after the end of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventapplicable 300-day period, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), make an offer (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of to each Lender to prepay the Term Loans or (ii) if of such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) Lender and (ii) above, to the extent that the terms of Existing Credit Agreement is then in effect and requires such a prepayment, to each lender party to the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with Credit Agreement (the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-“Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied Credit Facility Term Loan Lenders”) to prepay the Existing Credit Facility Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt Loans, on a pro rata basis based on the respective amounts principal amount of the Term Loans and First Lien Notes and/or Pre-the Existing Debt Credit Facility Term Loans then outstanding, in an aggregate principal amount for all the Lenders and Existing Credit Facility Term Loan Lenders equal to the amount of such Excess Proceeds. Each such prepayment offer shall be in writing and shall specify the aggregate amount of Excess Proceeds. Each Lender electing to receive such prepayment shall notify the Borrower of its election in writing within 5 days after its receipt of Borrower’s prepayment offer. The Borrower shall pay each Lender and each Existing Credit Facility Term Loan Lender that has accepted such offer of prepayment its pro rata share of such Excess Proceeds on the 20th day after the end of the applicable 300-day period. In the event that any Lender or any Existing Credit Facility Term Loan Lender elects not to receive a prepayment so offered by the Borrower, the Borrower or applicable Subsidiary shall retain such net proceeds that were offered to such non-electing Lender or non-electing Existing Credit Facility Term Loan Lender, as applicable. Any prepayment made on account of the Term Loans pursuant to this paragraph (a) shall be applied in accordance with paragraph (c) below.

Mandatory Prepayments. (a) If on any date Not later than the Borrower or any tenth day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem other than a portion of such Store Conversion Transaction not involving Net Cash Proceeds equal to in excess of $1,000,000) in respect of any Term Loan Priority Collateral Sale, the first 75Borrower shall apply 100% of the Total Net Cash Proceeds received with respect thereto to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term prepay outstanding Loans in the manner specified in accordance with Section 2.9(c2.13(f); provided that, notwithstanding clauses if (i) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent not later than the tenth day following receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt of such proceeds, (ii) abovesuch proceeds are at all times following the delivery of such certificate and prior to such reinvestment, held in a depositary account maintained in accordance with Section 5.22 hereof and subject to a Blocked Account Agreement in favor of the Collateral Agent and the ABL Collateral Agent and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not be required to prepay outstanding Loans except to the extent that not so used at the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion end of such Allocated Proceeds 365-day period or committed to be applied to purchase First Lien Notes or Preso used at the end of and so used within 180 days after the end of such 365-Existing Debt pursuant to a mandatory offer to purchase day period, at which time any such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may proceeds not so used shall be applied to prepay Term outstanding Loans in accordance with Section 2.9(c2.13(f); provided, further, that the Net Cash Proceeds received with respect thereto shall be reinvested (v) such that after giving effect to such reinvestment, the Related Real Estate Collateral shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and purchase First Lien Notes and/or Pre-Existing Debt on the Related Real Estate Collateral, (w) such that after giving effect to such reinvestment, the owned Real Estate Collateral Properties shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (x) to the extent attributable to a pro rata basis based on Loan Party, in assets of a Loan Party, (y) to the respective amounts of extent attributable to Related Real Estate Collateral or Real Estate Collateral Properties, in Related Real Estate Collateral or Real Estate Collateral Properties and (z) in Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLoan Priority Collateral.

Mandatory Prepayments. (a) If on Within 10 Business Days after the consummation of any date sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Subsidiaries for such sale or other disposition, together with the aggregate fair market value of the consideration received by the Borrower or its Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall receive deliver an Officer’s Certificate to the Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from any Asset Sale such sales or Recovery Event then, with respect to an amount equal to 75% other dispositions during such period). Unless within 5 Business Days after receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds Required Lenders’ election to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventforego prepayment, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied then on the fifth date that is 7 Business Day Days after the date on which the Borrower shall have delivered such proceeds are received toward Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Ratable Share of the Term Loans amount of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the manner specified in Section 2.9(c); provided thatprincipal amount so prepaid. Notwithstanding the foregoing, notwithstanding clauses (i) up to 100% of the Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or a JV Entity permitted hereunder (and provided that if such Guarantor or JV Entity is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) above, only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the extent that the terms provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under first two sentences of this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingclause (a).

Mandatory Prepayments. (a) If on On the date of any date Repayment Rebate, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an immediately apply the full amount equal to 75% of such Net Cash Proceeds Repayment Rebate to pay the Lender any accrued and unpaid interest on the Loans that is due (“Allocated Proceeds”; provided that the Borrower or overdue) and payable on such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventdate ("CURRENT INTEREST"). If any Repayment Rebate exceeds Current Interest, (i) if such Allocated Proceeds are not Reinvestment Proceedsfor any Repayment Rebate prior to the Revolving Termination Date, subject to Section 4(b) of Exhibit C to the Sales Agreement, such Allocated Proceeds excess amount shall be applied on retained by the fifth Business Day after Borrower to be used for such purposes as the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans Borrower may determine in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) its sole discretion and (ii) above, to the extent that the terms of the documentation for any First Lien Notes Repayment Rebate on or Pre-Existing Debt that is secured after the Revolving Termination Date, on a pari passu basis with the Obligations under this Agreement require that a portion date of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtRepayment Rebate, first, during each Yearly Term, such Allocated Proceeds may excess amount shall be applied to prepay Term (and shall permanently reduce the Commitment hereunder) the unpaid principal amount of the Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based until 20% of the unpaid principal amount of the Loans outstanding on the respective amounts last day of the immediately preceding Yearly Term Loans (such amount, the "YEARLY REPAYMENT AMOUNT") is repaid, and First Lien Notes and/or Pre-Existing Debt then outstandingsecond, subject to Section 4(b) of Exhibit C to the Sales Agreement, any excess amount after application to such principal shall be retained by the Borrower to be used for such purposes as the Borrower may determine in its sole discretion. In the event that the excess of the Repayment Rebate over Current Interest is not sufficient to fully repay any Yearly Repayment Amount, the Borrower shall make a payment to the Lender, on the last Business Day of such Yearly Term, in an amount such that the applicable Yearly Repayment Amount shall have been paid in full.

Mandatory Prepayments. (a) If on any date Within 360 days after the Borrower or any receipt of its Subsidiaries shall receive the Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 9.7) or from any Asset Sale Extraordinary Loss from and after the Closing, the Parent, the Company or Recovery Event then, with respect to an amount equal to 75any Restricted Subsidiary shall apply 100% of such Net Cash Proceeds (“Allocated Proceeds”i) to repay, redeem or repurchase or otherwise permanently reduce the First Lien Obligations of the Company or any Note Guarantor; provided that if any such Indebtedness repaid is revolving credit Indebtedness, the Borrower or such Subsidiary may instead deem a portion related revolving commitments must be reduced by the amount of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or repayment and such Subsidiary from such Asset Sale or Recovery Eventreduced commitments terminated; provided, when and as receivedfurther, to be the Allocated Proceeds of such Asset Sale or Recovery Event), that (ix) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of any Credit Facility Documentation (other than notes issued under one or more indentures to replace or refinance such Credit Facility Obligations) are required to be repaid with the documentation for Net Cash Proceeds of any Disposition or Extraordinary Loss prior to the repayment of other Indebtedness, the Parent and its Restricted Subsidiaries shall be entitled to repay such other First Lien Obligation prior to repaying the obligations under the Notes, and (y) subject to the foregoing clause (x), if the Company or any Note Guarantor shall so reduce the First Lien Obligations, the Company shall (1) equally and ratably reduce obligations under the Notes by redeeming the Notes as provided under Section 7.2 or Prethrough privately negotiated transactions or open-Existing Debt that is secured on market purchases (to the extent such purchases are at a pari passu basis with price of at least 100% of the Obligations under this Agreement require that principal amount thereof plus the amount of accrued but unpaid interest, if any, thereon) or (2) offer to redeem or purchase at least a pro rata portion of such Allocated Proceeds be the Notes (based on the amount so applied to purchase such repayments or repurchases of the First Lien Notes or Pre-Existing Debt pursuant to a mandatory Obligations described above) by making an offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans (in accordance with the procedures set forth in clause (b) below) to all Holders to purchase their Notes at a price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; provided, however, that solely to the extent such Net Cash Proceeds are not derived from a Disposition or Extraordinary Loss involving Collateral, the Parent, the Company or a Restricted Subsidiary shall be permitted to repay, redeem or repurchase Indebtedness of a Restricted Subsidiary that is not a Note Guarantor (other than Indebtedness owed to the Parent or another Restricted Subsidiary) or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Cash Proceeds received by the Parent, the Company or another Restricted Subsidiary); provided, however, that if the Parent, the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Cash Proceeds within 180 days of such contractual commitment in accordance with the above clause (i) or (ii), and such Net Cash Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Cash Proceeds set forth in this Section 2.9(c7.7(a) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on shall be considered satisfied; provided that, to the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingextent that Net Cash Proceeds are derived from any Disposition or Extraordinary Loss involving Collateral, such Additional Assets shall constitute Collateral.

Mandatory Prepayments. (a) If In the event that, on any date or after the Borrower Closing Date, Holdings or any of its Subsidiaries Subsidiary shall receive Net Cash Proceeds from any Asset Sale Borrowed Debt (other than Excluded Debt) or Recovery Event any sale or issuance of any equity securities or equity-linked securities (other than (i) issuances pursuant to employee and/or director stock plans and retirement plans or issued as compensation to officers and/or non-employee directors, (ii) the issuance of common stock, options, units and/or other equity interests of Holdings to shareholders and/or employees of Evergreen in connection with the Evergreen Acquisition, (iii) issuances to Holdings or any Subsidiary of Holdings, (iv) pursuant to dividend reinvestment programs, (v) securities or interests issued or transferred directly (and not constituting cash proceeds of any issuance of such securities or interests) as consideration in connection with any acquisition and (vi) issuances of directors’ qualifying shares and/or other nominal amounts required to be held by persons other than Holdings or its Subsidiaries under applicable law), then, within three (3) Business Days of the receipt thereof, the Borrower shall use 100% thereof to prepay any outstanding Borrowings, together with respect all accrued and unpaid interest thereon and, subject to Section 2.16, without premium or penalty, in each case, on a Pound-for-Pound basis (using the Pound Equivalent of any Net Cash Proceeds denominated in an amount equal to 75% alternative currency); provided that notwithstanding the foregoing, receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that by any Subsidiaries of the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to other than Subsidiaries organized under the first 75% laws of the Total Net Proceeds to United States, any State thereof or the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds District of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are Columbia shall not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the require any prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, outstanding Borrowings to the extent that such prepayment (x) would result in material adverse tax consequences or (y) is prohibited, delayed or restricted under applicable law, in each case, as reasonably determined by the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingBorrower.

Mandatory Prepayments. (a) If on The Borrower shall use 100% of the Net Proceeds of any date sale or disposition by the Borrower or any Subsidiary (other than any Permitted Asset Sale) whether effected pursuant to a Division or otherwise or of its Subsidiaries any Casualty, within five (5) Business Days of receipt thereof to make a prepayment of the Term Loans.; provided that, prior to the payoff in full of the DIP Obligations (i) 100% of the Net Proceeds of any sale or disposition of any Collateral (other than DIP Junior Priority Collateral) shall receive be applied to prepay the DIP Term Loans pursuant to Section 2.8 of the DIP Credit Agreement and (ii) 100% of the Net Cash Proceeds from of any Asset Sale sale or Recovery Event thendisposition of any assets other than Collateral shall be applied to make a prepayment of the Term Loans and DIP Term Loans on a ratable basis.” In the event of a Casualty (other than a Casualty described in clause (c) of the definition thereof) of Collateral or of any Specified Aircraft, the Loan Parties (i) shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (ii) in lieu of making a prepayment under this Section 2.8(a)(i) with respect to an amount such Casualty, may substitute Collateral (of the same or better lien priority and perfection) of equal or greater aggregate value as determined by a methodology mutually agreeable to 75% the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within 90 days (or within a period of 90 days thereafter if by the end of such Net Cash Proceeds (“Allocated Proceeds”; provided that initial 90-day period the Borrower shall have entered into an agreement with a third party to acquire such tangible or such Subsidiary may instead deem a portion intangible assets) of such Casualty. If at the end of any such 90-day period (or within a period of 90 days thereafter if by the end of such initial 90-day period the Borrower shall have entered into an agreement with a third party to acquire such tangible or intangible assets), any Net Cash Proceeds equal from a Casualty of any Collateral or of Specified Aircraft have not been used for prepayment or substitute Collateral provided pursuant to the first 75% this Section 2.8.(a)(i), then such Net Proceeds shall be applied to make a partial prepayment of the Total Net Proceeds Term Loans. Upon such a substitution of Collateral and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be Loan Party the Allocated Proceeds amount of such Asset Sale Net Proceeds received by the Administrative Agent with respect to such Collateral or Recovery Event), (i) if Specified Aircraft relating to such Allocated Proceeds are not Reinvestment Proceeds, Casualty. Any such Allocated Proceeds shall be applied prepayment on the fifth Business Day after the date such proceeds are received toward the prepayment account of the Term Loans or (iimade under this Section 2.8(a)(i) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cparagraph (c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if If during any fiscal year of the Borrower, the aggregate cumulative amount of Net Asset Disposition Proceeds for such Allocated Proceeds are not Reinvestment Proceedsfiscal year exceeds $5,000,000, such Allocated Proceeds shall be applied on the fifth Business Day Borrower shall, immediately after the date completion of each sale or other disposition which results in such proceeds are received toward an excess or an increase in such an excess, prepay the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be TGC Facility Share of the Net Asset Disposition Proceeds (less any portion of Net Asset Disposition Proceeds for such fiscal year theretofore applied toward the to mandatory prepayment of the Loans and the HGC Loans pursuant to this Section 2.8(c)(i) and Section 2.7(c)(i) of the HGC Loan Agreement). To the extent that such amount is in excess of the outstanding Term Loans in Loan and Revolving Loan and there are issued and outstanding Letters of Credit, Borrower shall Cash Collateralize such outstanding Letters of Credit. Notwithstanding the manner specified in Section 2.9(c); provided thatforegoing, notwithstanding clauses the Borrower shall not be required to make a prepayment pursuant to this clause (i) and with respect to any sale (iia "Relevant Sale") above, if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or any portion of such Net Asset Disposition Proceeds in (a) replacement assets intended for the same or similar use as the assets disposed and/or (b) income producing assets which are used in the business of the Borrower to the extent that (A) such Net Asset Disposition Proceeds are in fact committed to be reinvested by the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt Borrower pursuant to a mandatory offer purchase contract, subscription or similar agreement providing for the acquisition of such replacement or income producing assets that is executed by the Borrower and the related seller within 180 days from the date of such Relevant Sale and (B) the acquisition of such replacement or income producing assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement or income producing assets, either of the 180 day periods provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase such First Lien Notes contract, subscription or Pre-Existing Debtsimilar agreement (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall have occurred and be continuing, such Allocated Proceeds may be applied to then the Borrower shall immediately prepay Term the Loans in accordance with Section 2.9(c) the amount and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on in the respective amounts manner described in the first sentence of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis clause (i).

Mandatory Prepayments. (ai) If on Upon the receipt of any date Net Cash Proceeds of any Transfer by (or for the Borrower benefit of) Horizon Pharma or any of its Subsidiaries shall receive (other than (i) any Permitted License, the Net Cash Proceeds of which for all such Permitted Licenses from and after the Effective Date do not exceed $10,000,000 in the aggregate and which have been duly notified to the Administrative Agent and the Lenders in writing and (ii) any Asset Sale or Recovery Event thenTransfer of Inventory in the ordinary course of business), each Lender may elect to require Borrowers to prepay its Term Loans, upon written notice given to Administrative Agent, the other Lenders and Borrowers (each such notice, a “Transfer Prepayment Election”) no later than ten (10) Business Days after receipt by the Administrative Agent of a Transfer Notice with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal Transfer, in which case Borrowers shall pay to the first 75% of the Total Net Proceeds Administrative Agent, for distribution to the Borrower or Lenders that have submitted a Transfer Prepayment Election within such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), ten (i10) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Dateperiod, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment their respective Pro Rata Share of 100% of the Term Loans Net Cash Proceeds received by Horizon Pharma or such Subsidiary in connection with such Transfer, such payment by the manner specified in Section 2.9(c); provided that, notwithstanding clauses Borrowers to be on the date that is thirteen (i13) and (ii) aboveBusiness Days after receipt by the Administrative Agent of the applicable Transfer Notice, to the extent such Net Cash Proceeds exceed $500,000 in the aggregate in any fiscal year. Nothing contained in this clause (i) shall permit any Borrower or any of their respective Subsidiaries to make a Transfer of any property that is not otherwise permitted by the terms of this Agreement. Borrowers shall promptly, and in any event no later than two (2) Business Days thereafter, notify Administrative Agent and Lenders in writing of the documentation receipt (directly or indirectly) of Net Cash Proceeds of any Transfer by (or for the benefit of) Horizon Pharma or any First Lien Notes of its Subsidiaries, other than those excluded as set forth above, which notice shall include reasonable detail as to the nature and amount thereof (each such notice, a “Transfer Notice”). After receipt by the Administrative Agent of a Transfer Prepayment Election from any Lender, the Administrative Agent shall, no later than two (2) Business Days thereafter, notify Borrowers and such Lender of its respective Pro Rata Share of the applicable prepayment. For the avoidance of doubt, no Change in Control Premium or Pre-Existing Debt that is secured on Special Premium shall be payable in connection with a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt prepayment solely pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with this Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.2(c)(i).

Mandatory Prepayments. (a) If on any date Not later than the Borrower or any tenth day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem other than a portion of such Store Conversion Transaction not involving Net Cash Proceeds equal to in excess of $1,000,000) in respect of any Term Loan Priority Collateral Sale, the first 75Borrower shall apply 100% of the Total Net Cash Proceeds received with respect thereto to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term prepay outstanding Loans in the manner specified in accordance with Section 2.9(c2.13(f); provided that, notwithstanding clauses if (i) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days of receipt of such proceeds, (ii) abovesuch proceeds are at all times following the receipt thereof and prior to such reinvestment, held in a depositary account maintained in accordance with Section 5.22 hereof and subject to a Blocked Account Agreement in favor of the Collateral Agent and the ABL Collateral Agent and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not be required to prepay outstanding Loans except to the extent that not so used at the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion end of such Allocated Proceeds 365-day period or committed to be applied to purchase First Lien Notes or Preso used at the end of and so used within 180 days after the end of such 365-Existing Debt pursuant to a mandatory offer to purchase day period, at which time any such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may proceeds not so used shall be applied to prepay Term outstanding Loans in accordance with Section 2.9(c2.13(f); provided, further, that the Net Cash Proceeds received with respect thereto shall be reinvested (v) such that after giving effect to such reinvestment, the Related Real Estate Collateral shall not constitute more than 45% of the aggregate Value of the Real Estate Collateral Properties and purchase First Lien Notes and/or Pre-Existing Debt on the Related Real Estate Collateral, (w) such that after giving effect to such reinvestment, the owned Real Estate Collateral Properties shall constitute at least 50% of the aggregate Value of the Real Estate Collateral Properties and the Related Real Estate Collateral, (x) to the extent attributable to a pro rata basis based on Loan Party, in assets of a Loan Party, (y) to the respective amounts of extent attributable to Related Real Estate Collateral or Real Estate Collateral Properties, in Related Real Estate Collateral or Real Estate Collateral Properties and (z) in Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLoan Priority Collateral.

Mandatory Prepayments. (a) If on any Not later than the first Business Day following the date of receipt by the Borrower Parent or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Term Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Term Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent to the effect that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Term Borrower shall receive not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Term Loans promptly upon the expiration of such period (and, after the Term Loans shall have been repaid in full, the Letter of Credit Facility Commitments shall be reduced by the amount of any remaining Net Cash Proceeds). Not later than the first Business Day following the date of receipt by the Parent or any Restricted Subsidiary, or by the Administrative Agent as loss payee, of any Net Cash Proceeds in respect of any Insurance/Condemnation Event, the Term Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Term Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent to the effect that the Parent intends to cause such Net Cash Proceeds (or a portion thereof specified in such certificate) to be reinvested in long-term assets that are used or useful in the business of the Parent and its Restricted Subsidiaries (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date that is 365 days after the receipt of such Net Cash Proceeds (or, if the Parent or such Restricted Subsidiary has entered into a binding commitment with respect to any such reinvestment within such 365-day period, the date, if later, that is 180 days after the date of such commitment), and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Term Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Term Loans promptly upon the expiration of such period (and, after the Term Loans shall have been repaid in full, the Letter of Credit Facility Commitments shall be reduced by the amount of any remaining Net Cash Proceeds). Not later than the first Business Day following the date of receipt by the Parent or any Restricted Subsidiary of any Net Cash Proceeds from the incurrence of any Asset Sale or Recovery Event thenIndebtedness (other than any Indebtedness permitted to be incurred pursuant to Section 8.1), with respect to the Term Borrower shall prepay the Term Loans in an aggregate amount equal to 75100% of such Net Cash Proceeds (“Allocated and, after the Term Loans shall have been repaid in full, the Letter of Credit Facility Commitments shall be reduced by the amount of any remaining Net Cash Proceeds”; provided ). In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2014), the Term Borrower or such Subsidiary may instead deem a portion shall, not later than 90 days after the end of such Net Cash Proceeds Fiscal Year, prepay the Term Loans in an aggregate principal amount equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) 50% (or (A) 25% if the Secured Leverage Ratio as of the end of such Allocated Proceeds are not Reinvestment Proceeds, Fiscal Year shall have been equal to or less than 3.00:1.00 but greater than 2.00:1.00 or (B) 0% if the Secured Leverage Ratio as of the end of such Allocated Proceeds Fiscal Year shall be applied on have been equal to or less than 2.00:1.00) of such Consolidated Excess Cash Flow minus (ii) the fifth Business Day after the date such proceeds are received toward the prepayment aggregate principal amount of the Term Loans or (ii) if voluntarily prepaid by the Term Borrower pursuant to Section 2.8 during such Allocated Proceeds are Reinvestment ProceedsFiscal Year, on each Reinvestment Prepayment Dateto the extent such prepayments have been made with Internally Generated Cash. If, at any time, the aggregate principal amount of Letter of Credit Obligations exceeds the Letter of Credit Facility Commitments at such time, the LC Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such excess. If, at any time, the relevant Reinvestment Prepayment Amount aggregate outstanding amount of all Financial Letters of Credit exceeds the Financial Letter of Credit Sublimit, the LC Borrower shall be applied toward provide cash collateral for the prepayment Letter of the Term Loans Credit Obligations in the manner specified set forth in Section 2.9(c); provided that9.3 in an amount equal to 105% of such excess. Prior to or concurrently with any mandatory prepayment or reduction pursuant to this Section 2.9, notwithstanding clauses the Term Borrower (i) shall notify the Administrative Agent of such prepayment or reduction and (ii) above, shall deliver to the extent that the terms Administrative Agent a certificate of a Responsible Officer of the documentation for Parent setting forth the calculation of the amount of the applicable prepayment or reduction. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid (with such specification to be in accordance with Section 2.9(g)), or the effective date and the amount of any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debtreduction, such Allocated Proceeds as applicable, and may be applied to prepay given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Promptly following receipt of any such notice, the Administrative Agent shall advise the Term Lenders of the details thereof. Each mandatory prepayment of any Term Loans shall be allocated among the Term Lenders holding such Term Loans in accordance with their applicable Ratable Portions. Any mandatory prepayment of Term Loans pursuant to this Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt 2.9 shall be applied to reduce the subsequent Installments to be made pursuant to Section 2.6 with respect to the Term Loans on a pro rata basis based on as directed by the respective Term Borrower (or, if the Term Borrower does not provide any directions, in accordance with the principal amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch Installments).

Mandatory Prepayments. (aa)(i) If on The Borrower shall use the Net Proceeds of any date the Borrower sale or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that disposition by the Borrower or such Subsidiary may instead deem of any of the Collateral other than Pledged Aircraft (including sale and leaseback transactions and excluding (A) sales of inventory in the ordinary course of business, (B) Designated Asset Sales and (C) sales or dispositions among the Borrower and its Subsidiaries) within sixty (60) days of receipt thereof to either make a portion partial prepayment of the Term Loans and the New Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the Administrative Agent, additional Collateral for the benefit of the Lenders, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, and of equal or greater aggregate value to such Collateral, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent to that Collateral disposed of or sold. Additionally, the Borrower shall use the Net Proceeds of any Casualty, sale or disposition by the Borrower or such Subsidiary of any of the Pledged Aircraft (excluding sales or dispositions among the Borrower and its Subsidiaries so long as such Pledged Aircraft remains subject to the Administrative Agent’s perfected first priority security interest) within sixty (60) days of such Net Cash Proceeds equal sale or disposition (or one hundred eighty (180) days with respect to a Casualty) to make a partial prepayment of the Term Loans and the New Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the first 75% Administrative Agent, for the benefit of the Total Lenders, any combination of aircraft of equal or greater aggregate value, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, to that Pledged Aircraft sold, damaged (to the extent of a total loss), disposed of or destroyed. In each case, upon receipt of Net Proceeds from any such Casualty (with respect to Pledged Aircraft), sale or disposition, the Borrower shall deposit or shall cause to be deposited such Net Proceeds into an account with one of the Lenders subject to a control agreement on terms and condition reasonably acceptable to the Administrative Agent. In the event that Net Proceeds are received by the Administrative Agent as loss payee relating to a Casualty of a Pledged Aircraft, the Administrative Agent shall, at the Borrower’s request, either (i) apply such Net Proceeds to make a partial prepayment of the Term Loans and the New Term Loans on a pro rata basis, or (ii) upon the Borrower’s (or such Loan Party’s or Loan Parties’) substitution of Pledged Aircraft pursuant to the terms of this Section 2.12(a)(i) and provided no Event of Default has occurred and is continuing, promptly deliver to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be Loan Party the Allocated Proceeds amount of such Asset Sale Net Proceeds received by the Administrative Agent with respect to such Pledged Aircraft relating to such Casualty. In the event of a Casualty of Collateral other than Pledged Aircraft, the Borrower or Recovery Event), the relevant Loan Party (i) if shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (ii) in lieu of making a prepayment under this Section 2.12(a)(i) with respect to such Allocated Casualty, may substitute Collateral of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within one hundred eighty (180) days of such Casualty. If at the end of any such one hundred eighty (180) day period, any Net Proceeds are from a Casualty of any Pledged Aircraft or other Collateral have not Reinvestment Proceedsbeen used for prepayment or substitute Collateral provided pursuant to this Section 2.12.(a)(i), then such Allocated Net Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the to make a partial prepayment of the Term Loans or (ii) if and the New Term Loans on a pro rata basis. Upon such Allocated Proceeds are Reinvestment Proceedsa substitution of Collateral and provided no Event of Default has occurred and is continuing, on each Reinvestment Prepayment Date, an amount equal the Administrative Agent shall promptly deliver to the relevant Reinvestment Prepayment Amount shall be applied toward Borrower or such Loan Party the amount of such Net Proceeds received by the Administrative Agent with respect to such Collateral relating to such Casualty. Any such prepayment on account of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations made under this Agreement require that a portion of such Allocated Proceeds Section 2.12(a)(i) shall be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cparagraph (b) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (a) If on any date the Borrower a Casualty or any of its Subsidiaries Condemnation shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, occur with respect to an amount equal any Individual Property, Borrowers, upon Borrowers’ or Administrative Agent’s receipt of the applicable Insurance Proceeds or Award, shall, unless Administrative Agent makes the Insurance Proceeds or Award available for a Restoration in accordance with Section 3.2, prepay the Loans, if required by the provisions of Article 3, on the dates and in the amounts specified therein (but subject to 75% the provisions of such Net Cash Proceeds (“Allocated Proceeds”; Sections 2.4(6) and 2.9(5)). In the event that the application of a prepayment made in connection with this Section 2.4(5) would result in Breakage Costs, provided that an Event of Default shall not have occurred, such prepayment shall be held by Administrative Agent in an interest bearing account (the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% “Prepayment Account”) owned by Administrative Agent on behalf of the Total Net Proceeds to Lenders. Sums held in the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to Prepayment Account shall be the Allocated Proceeds of such Asset Sale or Recovery Event), invested in Permitted Investments directed by (i) Borrowers, if such Allocated Proceeds are not Reinvestment Proceedsno Event of Default shall have occurred and be continuing, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) Administrative Agent, if such Allocated Proceeds are Reinvestment Proceedsan Event of Default shall have occurred and be continuing, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount and shall be applied toward to the prepayment of the Term Loans in such manner as Administrative Agent shall determine will result in the manner specified least amount of Breakage Costs. Provided that no Event of Default shall have occurred and be continuing, all interest on the Prepayment Account shall be paid to Borrowers and Borrowers shall pay all taxes thereon. Borrowers shall be liable for any losses incurred in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, connection with funds held in the Prepayment Account to the extent that Borrowers are entitled to direct the terms investments of such funds in the Prepayment Account. None of Administrative Agent or the Lenders shall be liable to Borrowers for any loss or reinvestment income on amounts invested. Nothing in this Section 2.4(5) shall be deemed to limit any obligation of Borrowers under the Mortgage or any other Security Document, including any obligation to deliver to Administrative Agent pursuant to the Mortgage or any of the documentation for other Security Documents the Insurance Proceeds, Award or other compensation received in respect of any First Lien Notes Casualty or Pre-Existing Debt that is secured on a pari passu basis Condemnation. No Prepayment Fee shall be due and payable in connection with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt any prepayment pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with this Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.4(5).

Mandatory Prepayments. To the extent permitted under the Senior --------------------- Facilities, the Company shall, within five (a5) If on days of receipt by any date Credit Party of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from that is in excess of the amount thereof required to be paid to the banks under the Senior Facilities of any Asset Sale (prior to the Covenant Conversion Date), Debt Incurrence or Recovery Event thenEquity Issuance, with respect prepay (to an the extent such Net Cash Proceeds equal or exceed the minimums set forth in Section 2.7(e)) a principal amount of the Obligations equal to 75% the amount of such Net Cash Proceeds (“Allocated Proceeds”; provided less any amounts not required to be paid as a result of the requirement in subsection (e) of this Section 2.7 that all such prepayments be made in multiples of $1,000), at a redemption or prepayment price equal to one hundred percent (100%) of the Borrower or such Subsidiary may instead deem a portion principal amount of the Obligations so prepaid together with accrued interest to the date of prepayment (it being understood that, to the extent such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, are not permitted to be used to redeem or prepay Obligations, such Net Cash Proceeds may be used in any manner that is permitted under the Allocated Proceeds Senior Facilities); provided, that the redemption or -------- prepayment price shall be one hundred three percent (103.00%) of such Asset Sale par plus accrued interest if the Obligations are redeemed or Recovery Event)prepaid with or in anticipation of funds raised by any means other than an Eligible Financing; provided further, that the Obligations shall be redeemed or prepaid at one -------- ------- hundred percent (100%) of principal plus accrued interest (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on at any time with the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans from any Eligible Financing or (ii) if at any time after the First Anniversary, unless (x)(i) prior to such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal First Anniversary the Underwriters have delivered a Bona Fide Proposal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) any Credit Party and (ii) abovesuch Credit Party did not authorize the Underwriters to execute such Bona Fide Proposal, to or (y) the extent Company and the Underwriters have agreed in their reasonable judgment that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of no such Allocated Proceeds Bona Fide Proposal could be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingmade.

Mandatory Prepayments. (a) If on any date Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries shall receive of Net Cash Proceeds from in respect of any Prepayment Asset Sale or Recovery Event thenProperty Loss Event, with respect to the Borrower shall apply an amount equal to 75100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto, to prepay outstanding Term Loans in accordance with Section 2.13(e); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Compliance Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that or, if within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Subsidiary may instead deem a portion of Net Cash Proceeds, and such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or are so reinvested within 180 days after such Subsidiary from such Asset Sale or Recovery Eventbinding commitment is so entered into); provided, when and as receivedhowever, to be the Allocated Proceeds of such Asset Sale or Recovery Event), that (iI) if such Allocated any Net Cash Proceeds are not Reinvestment Proceedsreinvested or applied as a repayment on or prior to the last day of the applicable reinvestment or repayment period, such Allocated Net Cash Proceeds shall be applied on the fifth within five Business Day after the date such proceeds are received toward Days to the prepayment of the Term Loans or as set forth above (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal without regard to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (iimmediately preceding proviso) and (iiII) aboveif, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the extent that Senior Notes or the Senior Secured Notes (pursuant to the terms of the documentation for Senior Notes Documentation or the Senior Secured Notes Documentation, as the case may be) or any First Lien Notes other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or Pre-Existing Debt that is secured on a pari passu basis with repayment periods, the Obligations under this Agreement require that a portion Borrower shall apply the relevant percentage of such Allocated Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied as required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.9(c2.13(e) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts day immediately preceding the date of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch required “offer to purchase” (without regard to the immediately preceding proviso).

Mandatory Prepayments. (a) If on When any date Loan Party sells or otherwise disposes of any Collateral, Loan Parties shall repay the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Advances in an amount equal to the relevant Reinvestment Prepayment Amount net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. Such repayments shall be applied toward to the prepayment of Advances and shall not reduce the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses Maximum Advance Amount (i) and (ii) above, except to the extent that any prepayment would otherwise be required by the Senior Secured Note Documents), subject to the Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, Loan Parties may sell or otherwise dispose of Collateral not to exceed $500,000 in the aggregate in any fiscal year and retain such net proceeds solely to acquire replacement Collateral without making a mandatory prepayment hereunder so long as (1) the fair market value of the acquired Collateral is equal to or greater than the fair market value of the Collateral which was sold or otherwise disposed, (2) the acquired Collateral is purchased by the applicable Loan Party within thirty (30) days of the sale or other disposal of the Collateral, (3) the acquired Collateral shall be deemed to be acceptable Collateral by Agent in its reasonable discretion, (4) the acquired Collateral shall be subject to Agent’s first priority security interest created hereunder (unless such Collateral is Excluded Collateral), and (5) until such time as the proceeds are used to acquire such replacement Collateral, at Agent’s option, either (x) such proceeds shall be held by Agent as cash collateral for the Obligations pursuant to terms acceptable to Agent in its sole discretion or (y) such proceeds shall be applied as a repayment of Revolving Advances and a Reserve against loan availability under Section 2.1(a) in the amount of such repayment shall be established. Such cash collateral or loan availability Reserve, as the case may be, shall be released by Agent only in connection with the making of a Revolving Advance to be used by the Borrowers solely for the purposes of funding the acquisition of replacement Collateral pursuant to the terms of this Section 2.14; provided, however, that, nothing contained herein shall waive or modify any conditions to the documentation for making of Revolving Advances or any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion other provisions of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.this

Mandatory Prepayments. The Borrower shall make an immediate and mandatory prepayment of the Loan and/or cash collateralization of the Letters of Credit by an amount in each case equal to: (ai) If 100% of the net cash proceeds from the issuance of any equity or Capital Stock by the Parent or any of its Subsidiaries (whether as a result of the exercise of a Stock Right or otherwise), except (A) Capital Stock of the Parent issued (I) pursuant to the Private Offering, (II) pursuant to the Conversion Rights Agreement, (III) in accordance with any Stock Plan, (IV) pursuant to any Stock Rights existing on any date the Closing Date, and (V) the Series B Preferred, or (B) Capital Stock of Telergy Canada issued to comply with applicable Law of Canada, (ii) 100% of the Net Proceeds from Asset Dispositions and Fiber Dispositions by the Parent, the Borrower or any of its their Subsidiaries shall receive (specifically excluding Fiber Dispositions not prohibited by the terms of Section 7.15 hereof) (this section in and of itself not permitting any such transactions, for permitted Asset Dispositions, see Section 7.06 hereof and for prohibited Fiber Dispositions, see Section 7.15 hereof), provided that no prepayment must be made for Asset Dispositions (A) in the ordinary course of business, (B) among the Parent, the Borrower and their Wholly Owned Subsidiaries or Telergy Central and (C) the Net Cash Proceeds from of which aggregate in an amount over the term of this Agreement less than $1,000,000; (iii)100% of the net proceeds received by the Parent, the Borrower or their Subsidiaries in connection with the incurrence of Debt for Borrowed Money of the Parent, the Borrower or any Asset Sale or Recovery Event thenof their Subsidiaries after the date hereof (this section in and of itself not permitting any such transactions, for permitted debt incurrence see Section 7.02 hereof) except with respect to an amount equal to 75the incurrence by the Borrower of Debt for Borrowed Money in accordance with the terms of Section 7.02 hereof; (iv) 100% of such Net Cash Proceeds the Obligations if a Change in Control occurs ; and (“Allocated Proceeds”; provided that v) 100% of the cash proceeds of any policy of insurance or condemnation payment or award, eminent domain payment or award or other compensation received by the Parent, the Borrower or such Subsidiary may instead deem any of their Subsidiaries arising from, relating to, or as a portion of such Net Cash Proceeds equal to the first 75% result of, any loss of, damages to, or condemnation, eminent domain or other taking of, any assets or properties of the Total Net Proceeds to Parent, the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds any of their Subsidiaries (a) promptly upon receipt of such Asset Sale proceeds by the Borrower, the Parent or Recovery Eventany of their Subsidiaries (as the case may be), if there shall have occurred an Event of Default that is continuing, and (ib) if such Allocated Proceeds in all other cases, that are not Reinvestment Proceedsreinvested by the recipient of such Proceeds to repair or restore the affected assets and properties to substantially their previous condition or to replace such affected assets and properties with substantially identical assets or properties having substantially similar value and useful life, such Allocated Proceeds shall be applied on upon the fifth Business Day after earlier to occur of (A) the date on which the recipient of such proceeds are received toward shall have determined not to restore, repair or replace the prepayment of the Term Loans affected assets and properties, or (iiB) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt date that is secured on a pari passu basis with two hundred seventy (270) days following the Obligations under this Agreement require that a portion date of receipt of such Allocated Proceeds be applied to purchase First Lien Notes proceeds by the Parent, the Borrower or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds any of their Subsidiaries (as the case may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbe).

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) If, at any time, (A) the aggregate outstanding principal balance of the Revolving Credit Loans, plus the aggregate outstanding principal balance of all Swing Line Loans, exceeds the Aggregate Revolving Credit Commitment, or (B) the aggregate outstanding principal balance of the Swing Line Loans exceeds the Swing Line Commitment, or (C) the aggregate principal balance of all Revolving Credit Loans, plus the aggregate principal balance of all Swing Line Loans, plus the aggregate principal balance of all Term Loans, exceeds the sum of the Aggregate Revolving Credit Commitment and the aggregate principal balance of all Term Loans, (D) the aggregate outstanding principal balance of the Revolving Credit Loans of the Swing Line Lender, plus the aggregate outstanding principal balance of all Swing Line Loans, exceeds the Revolving Credit Commitment of the Swing Line Lender, or (E) the aggregate unpaid balance of all Senior Debt exceeds the MFC Borrowing Base plus the MBC Borrowing Base, the Borrowers shall make a prepayment of such Revolving Credit Loans, or Swing Line Loans, as the case may be (or if no such Allocated Proceeds are not Reinvestment Proceedsloans shall then be outstanding, such Allocated Proceeds the Borrowers shall be applied on the fifth Business Day after the date such proceeds are received toward the make a prepayment of the Term Loans or Loans), in the amount of such excess (rounded upwards to the next higher integral multiple of $100,000), together with accrued interest thereon to the date of prepayment as provided in Section 2.2(c) hereof. Such prepayment shall be allocated between the loans of MFC and MBC as they shall specify in connection with such prepayment, provided that such allocation otherwise complies with the terms of this Agreement. In the event that the Borrowers shall fail so to specify such allocation, it shall be in the Agent's discretion as to whether to apply any such prepayments against (i) MFC's obligations to the Agent, the Swing Line Lender and the Banks and/or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal MBC's obligations to the relevant Reinvestment Prepayment Amount Agent, the Swing Line Lender and the Banks. To the extent possible, the Borrowers shall, in connection with such mandatory prepayment, prepay Prime Rate Loans first, and LIBOR Rate Loans second. Any prepayment of LIBOR Rate Loans shall be applied toward the prepayment of the Term Loans in the manner specified in subject to Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.11 hereof.