Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans without premium or the Outstanding SBF Revolving Loans have been converted to SBF Term Loanspenalty subject, in each casethe case of clause (v) of this Section 2.10(b) (Prepayment of Loans), pursuant to Section 2.26:2.10(d) (Prepayment of Loans)): (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or In the event and on a cumulative basis in any fiscal year of each occasion that the Borrowers, then (A) aggregate Revolving Exposures exceed the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossaggregate Revolving Commitments, the Borrowers Borrower shall prepay Revolving Borrowings (or, if no such Revolving Borrowings are outstanding, deposit Cash Collateral in the Obligations Cash Collateral Account pursuant to Section 2.04(g) (Letters of Credit)), in an aggregate amount equal necessary to one hundred percent (100%) of the amount of all eliminate such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyexcess. (ii) If either Commencing with the first full Fiscal Year ending after the Closing Date, within ten (10) Business Days after the date the financial statements are required to have been delivered pursuant to Section 5.04(a) (Financial Statements and Other Information) for each Fiscal Year (the “ECF Date”), the Borrower shall prepay an aggregate principal amount of Tranche B Term Loans (the “ECF Payment Amount”) equal to (A) 50% (such percentage, as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (without duplication and to the extent applicable) (B) the sum of (1) all voluntary prepayments (or any Refinancing Indebtedness thereof) during such Fiscal Year or during the period between the end of such Fiscal Year and the date by which any such prepayment is due (without duplication of any such credit in any prior or subsequent Fiscal Year) pursuant to Section 2.10(a) (Prepayment of Loans) to the extent such prepayments are not funded with the proceeds of Long Term Indebtedness and (2) all repurchases of Tranche B Term Loans (or any Incremental Term Loans, any Incremental Equivalent Indebtedness, any Refinancing Indebtedness thereof or Revolving Facility (and any Incremental Revolving Facility) (to the extent accompanied by a permanent reduction of the corresponding commitments)), during such Fiscal Year pursuant to Section 9.04(g), (h), (i) or (j) (Successors and Assigns) in the amount actually paid in cash in respect thereof; provided that (x) the ECF Percentage shall be 25.0% if the Consolidated First Lien Net Leverage Ratio for the Fiscal Year covered by such financial statements is less than or equal to 4.00 to 1.00 and greater than 3.50 to 1.00, (y) the ECF Percentage shall be 0.0% if the Consolidated First Lien Net Leverage Ratio as of the last day of such Fiscal Year covered by such financial statements is less than or equal to 3.50 to 1.00 and (z) a prepayment of Term Loans pursuant to this Section 2.10(b)(ii) (Prepayment of Loans) in respect of any Fiscal Year shall only be required in the amount (if any) by which the ECF Payment Amount for such Fiscal Year exceeds $10,000,000. The Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to any repayment or prepayment of Tranche B Term Loans during such Fiscal Year or during the period between the end of such Fiscal Year and the date by which any such prepayment is due (without duplication of any such credit in any prior or subsequent Fiscal Year). (iii) No later than the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary shall incur of any Net Recovery Proceeds exceeding $10,000,000 individually (whether in one transaction or assume in a series of transactions) or exceeding in the aggregate $25,000,000 in any Indebtedness other than Permitted Indebtednesscalendar year, the Borrowers Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount apply 100% of such Net Cash Proceeds. The amount of each such prepayment shall be applied Recovery Proceeds to the remaining installment payments prepayment of the Tranche B Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of accordance with Section 8.2 or any other terms of this Agreement.2.09(c) (

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are delivered pursuant to ‎Section 5.01(b), commencing with the Fiscal Year ending on or about June 30, 2019, the applicable Borrowers shall prepay Subject Loans in accordance with clause ‎(vi) 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 Parent Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause ‎(A), the “Base ECF Prepayment Amount”), minus (B) at the option of the Parent Borrower, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period), the following (collectively, the “ECF Deductions”): (1) the aggregate principal amount of any Initial Term Loans, Additional Term Loans, Revolving Commitment Amount then Loans or Additional Revolving Loans prepaid pursuant to ‎Section 2.11(a); (2) (x) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to ‎Section 6.01 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities, voluntarily prepaid, repurchased, redeemed or otherwise retired and (y) the aggregate principal amount of any loans under any Second Lien Facility (including any Incremental Loans and Additional Loans (as defined in effect the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to ‎Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and the aggregate principal amount of Incremental Equivalent Debt and/or Replacement Debt (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility) secured on a pari passu basis with the Second Lien Facility voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (1) the amount of any reduction in the outstanding amount of any Initial Term Loans, Additional Term Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to ‎Section 6.01 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities, resulting from any purchase or assignment made in accordance with ‎Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (with respect to Initial Term Loans and/or Additional Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility and/or any “Incremental Equivalent Debt”, “Replacement Debt” and/or other Indebtedness permitted to be incurred thereunder to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Second Lien Facility (including any reduction resulting from any purchase or assignment made in accordance with ‎Section 9.05(g) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) and any equivalent provisions with respect to any such “Incremental Equivalent Debt”, “Replacement Debt” and/or such other Indebtedness; (4) all Cash payments in respect of Capital Expenditures as would be reported in the Parent Borrower’s consolidated statement of cash flows and all Cash payments made to acquire IP Rights; (5) Cash payments by the Parent Borrower and its Restricted Subsidiaries made (or committed) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Parent Borrower and its Restricted Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA for such period; (6) Cash payments in respect of any Investment (including acquisitions) permitted by ‎Section 6.06 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in the Parent Borrower or any Loan Party) and/or any Restricted Payment permitted by ‎Section 6.04(a) or otherwise consented to by the Required Lenders; (7) the aggregate consideration (i) required to be paid in Cash by the Parent Borrower or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by ‎Section 6.06 or otherwise consented to by the Required Lenders and/or Restricted Payments described in clause (6) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or Investments and/or Restricted Payments described in clause (6) above (clauses (i) and (ii) of this clause (7), the SBAC Borrowing Base “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) the Parent Borrower or any Loan Party) to be consummated or made during the period of four consecutive Fiscal Quarters of the Parent Borrower following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) Cash expenditures in respect of any Hedge Agreement during such period to the extent (A) not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA and (B) not financed with long-term funded Indebtedness (other than revolving Indebtedness); and (9) the aggregate amount of expenditures actually made by the Parent Borrower and/or any Restricted Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were (A) not expensed and (B) not financed with long-term funded Indebtedness (other than revolving Indebtedness); in the case of each of clauses (1)-(9), (I) excluding any such payments, prepayments and expenditures 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, (II) in the case of any prepayment of Revolving Loans and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Parent Borrower or its Restricted Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of cash paid in connection with any relevant purchase or assignment; provided that (x) no prepayment under this ‎Section 2.11(b)(i) shall be required unless the principal amount of Subject Loans required to be prepaid exceeds the greater of $34,000,000 and 10% of Consolidated Adjusted EBITDA as determined based on of the most recently delivered SBAC Borrowing ended Test Period (and, in such case, only such amount in excess of such amount shall be required to be prepaid) an (y) to the extent the aggregate ECF Deductions for any Excess Cash Flow Period exceeds the Base CertificateECF Prepayment Amount for such period, SBAC the Borrowers may carry forward such excess as additional ECF Deductions to any subsequent Excess Cash Flow Period; provided, further, that if at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is also required to prepay, repay, repurchase or offer to prepay, repay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid, repaid or repurchased or offered to be so prepaid, repaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrowers may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Subject Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Subject Loans that would have otherwise been required pursuant to this ‎Section 2.11(b)(i) shall immediately be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Subject Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid, repaid or repurchased, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Subject Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of (x) the greater of $100,000 individually or on a cumulative basis 25,500,000 and 7.5% of Consolidated Adjusted EBITDA as of the most recently ended Test Period in any fiscal year single transaction or series of related transactions and (y) for all Net Proceeds not excluded from the requirements of this clause ‎(ii) by the preceding clause (x), the greater of $51,000,000 and 15% of Consolidated Adjusted EBITDA as of the Borrowersmost recently ended Test Period in any Fiscal Year, then the applicable Borrowers shall apply an amount equal to the Required Net Proceeds Percentage of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans in accordance with clause ‎(vi) below; provided that application of such thresholds shall be at the option of the Parent Borrower; provided further that (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause ‎(ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested in assets used or reinvested as described useful in the Borrowers’ notice business of the Parent Borrower or any of its subsidiaries (including permitted acquisitions or other Investments, but excluding Cash or Cash Equivalents), in each case within 24 months following receipt thereof (the “Reinvestment Period”) or (y) the Parent Borrower or any of its subsidiaries has contractually committed to so reinvest or use the Subject Proceeds during such ninety (90) day period. Promptly Reinvestment Period and the Subject Proceeds are so reinvested or used within six months after the end expiration of such applicable periodReinvestment Period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested reinvested or reinvestedused prior to the expiration of the applicable period, the Borrowers Parent Borrower shall promptly prepay the Obligations outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested or used as set forth above (without regard to the immediately preceding proviso) (provided that the Parent Borrower may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable Net Proceeds or Net Insurance/Condemnation Proceeds (as applicable) as having been reinvested in accordance with the provisions of this ‎Section 2.11(b)(ii), but only to the extent such deemed expenditure shall have been made no earlier than (x) in the case of Net Proceeds, the earliest of the execution of a definitive agreement with respect to such Prepayment Asset Sale, the provision of notice with respect to such Prepayment Asset Sale or the consummation of the applicable Disposition and (y) in the case of Net Insurance/Condemnation Proceeds, the occurrence of the event in respect of which such Net Insurance/Condemnation Proceeds were received) and (B) if, at the time that any such prepayment would be required hereunder, the Parent Borrower or any of its Restricted Subsidiaries is required to prepayment, repay or repurchase (or offer to prepay, repay or repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the prepayment, repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each the prepayment of the Subject Loans that would have otherwise been required pursuant to this ‎Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment Indebtedness prepaid, repaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments of the Term Subject Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited accordance with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyterms hereof. (iiiii) If either In the event that the Parent Borrower or any Subsidiary shall incur of its Restricted Subsidiaries receives Net Proceeds from the issuance or assume incurrence of Indebtedness by the Parent Borrower or any Indebtedness of its Restricted Subsidiaries (other than Permitted Indebtednesswith respect to Indebtedness permitted under ‎Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Amendment No. 8 Term Loans pursuant to ‎Section 6.01(p) or Replacement Term Loans incurred to refinance Amendment No. 8 Term Loans in accordance with the requirements of ‎Section 9.02(c)), the Borrowers shall promptly notify Parent Borrower shall, substantially simultaneously with (and in any event not later than two Business Days thereafter) the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The Proceeds by the Parent Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of each such prepayment shall be applied Net Proceeds to prepay the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.outstanding principal

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based Mandatory prepayments on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and Loan Obligations will be paid by the Administrative Agent to the Lenders ratably in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together accordance with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26their respective interests therein; provided that: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section Mandatory prepayments in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety Revolving Commitments under subsection (90b)(i)(A) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment above shall be applied to the remaining installment payments respective Revolving Obligations as appropriate. (B) Mandatory prepayments in respect of Subject Dispositions and Involuntary Dispositions under subsection (b)(ii) above, Indebtedness under subsection (b)(iii) and Consolidated Excess Cash Flow under subsection (b)(iv) above shall be applied (i) first to the Term A Loans and Term B Loans (pro rata based on the amount of each such tranche of Loans then outstanding), and with respect to (x) Term A Loans, first in direct order of maturity in respect of the principal amortization payments under Section 2.05(c) due on the Term A Loans within the twelve (12) months following such prepayment, and second pro rata to the remaining principal amortization installments under Section 2.05(c) on a ratable basis the Term A Loans, until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds (y) Term B Loans, first in direct order of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it maturity in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent respect of the estimated Net Cash Proceeds of principal amortization payments under Section 2.05(d) due on the Term B Loans within the twelve (12) months following such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumptionprepayment, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied and second pro rata to the remaining installment payments of principal amortization installments under Section 2.05(d) on the Term Loans on a ratable basis B Loans, until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit , then (ii) to the rights and remedies Revolving Obligations (without permanent reduction of the Lenders for Revolving Commitments); provided that if any breach events in subsection (b)(ii) or subsection (b)(iii) occur prior to the Funding Date and on or following the Closing Date, then the amount that would have otherwise been required to be used to make prepayments of Section 8.2 or any other terms of this Agreementthe Loans shall be applied first, to reduce the Term A Loan Commitments and Term B Loan Commitments and second to reduce the Revolving Commitments.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Prior to a REIT Election, within five (ii5) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: (i6.01(a) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for the relevant Excess Cash Flow Period, the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Administrative Agent Excess Cash Flow Period covered by such financial statements, minus (B) the sum of (1) without duplication of such proposed Disposition amounts deducted pursuant to clause (b)(iii) or Event (b)(ix) of Loss the definition of Excess Cash Flow, all voluntary prepayments of Term Loans and any other prepayments of Incremental Equivalent Debt and/or other Indebtedness secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral securing the Term B Loans (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 2.05(d), Section 10.07 and/or otherwise, and/or application of any “yank-a-bank” provisions), plus (2) without duplication of amounts deducted pursuant to clause (b)(iii) or (b)(ix) of the definition of Excess Cash Flow, all voluntary prepayments of Revolving Credit Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount of such payments or any voluntary prepayments, of revolving loans or other revolving Indebtedness constituting Incremental Equivalent Debt or an Additional Revolving Credit Commitment secured by Liens on the estimated Net Cash Proceeds Collateral on a pari passu basis or senior basis to be received the Liens on the Collateral securing the Revolving Credit Loans to the extent the applicable commitments are permanently reduced by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds amount of such Disposition payments, plus (3) without duplication of amounts deducted pursuant to clauses (b)(ii) or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%b)(x) of the definition of Excess Cash Flow, the amount of all such Net cash consideration paid by the Borrower and its Restricted Subsidiaries in connection with Capital Expenditures, plus (4) without duplication of amounts deducted pursuant to clauses (b)(vii) or (b)(xi) of the definition of Excess Cash Proceeds Flow, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries in excess of $100,000; provided that connection with Investments permitted by Section 7.02 (other than pursuant to Section 7.02(a), (d) or (f)), plus in the each case of each Disposition and Event of Lossthis Clause (B), if the Borrowers state in their notice of during such event that the applicable Borrower Excess Cash Flow Period or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable periodExcess Cash Flow Period and prior to the prepayment date in clause (b)(i) (any such transaction made following the fiscal year end but prior to the making of such prepayment date, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ noticean “After Year-End Transaction”), and to the extent such prepayments, expenditures, Investments, Capital Expenditures or acquisitions are not funded with the proceeds of Indebtedness constituting long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving indebtedness), any Cure Amount or “Cure Amount” (as defined in the ABL Facility) (such amount, as may be further reduced by applicable of clause (x) of the proviso hereto, the “Applicable ECF Proceeds”); provided that (x) to the extent the voluntary prepayments pursuant to clause (B) would reduce the Applicable ECF Proceeds to an amount less than $0, such excess voluntary prepayments may be credited against the Excess Cash Flow Percentage of Excess Cash Flow dollar-for-dollar for the immediately subsequent Excess Cash Flow Period, when taken together with the amounts of any other prepayments required for such Excess Cash Flow Period, (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term B Loans (such Indebtedness, “Other Pari Indebtedness”) pursuant to the terms of the documentation governing such Indebtedness with the Excess Cash Flow, then the Borrower, at its election, may apply the Applicable ECF Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Pari Indebtedness at such time) and the remaining Excess Cash Flow to the prepayment of such Other Pari Indebtedness and (z) prepayments under this Section 2.05(b) shall only be required if the Applicable ECF Proceeds are in excess of the Excess Cash Flow Threshold and solely to the amount of such Applicable ECF Proceeds in excess thereof; provided that to the extent so elected by the Borrower, following the consummation of any After Year-End Transaction, (1) the First Lien Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if the transaction was consummated during the fiscal year of the applicable Excess Cash Flow prepayment and the Excess Cash Flow Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Leverage Ratio and (2) such After Year-End Transaction shall not be applied to the calculation of the First Lien Leverage Ratio in connection with the determination of the Excess Cash Flow Percentage for purposes of any subsequent Excess Cash Flow prepayment. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) the Borrower or any of its Restricted Subsidiaries makes any Prepayment Asset Sale, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the Asset Sale Percentage of such excess Net Cash Proceeds have not been so invested realized or reinvested, received (the Borrowers “Applicable Asset Sale Proceeds”); provided that (1) no such prepayment shall promptly prepay the Obligations in the amount be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to utilize in excess of $100,000 not so invested or reinvested. The amount of each accordance with Section 2.05(b)(ii)(B) and (2) if at the time that any such prepayment shall would be applied required, the Borrower is required to offer to repurchase any Other Pari Indebtedness, then the remaining installment payments Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans on a ratable basis until paid in full. If and Other Pari Indebtedness at such time) and the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated remaining Net Cash Proceeds so received to the prepayment of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementOther Pari Indebtedness.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and [Reserved]. (ii) No later than the SBAC Borrowing Base as determined based on fifth Business Day following the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBAC Revolving Loans Prepayment Asset Sale or Net Insurance/Condemnation Proceeds and, if necessaryduring any Scheduled Wind-Down Period, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure Net Proceeds of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loansordinary course asset sales, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 15,000,000 in any fiscal year Fiscal Year, the Borrower shall apply an amount equal to 100% (such percentage, as it may be reduced as described below, the “Net Proceeds Percentage”) of such Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the Borrowers, “Subject Proceeds”) to prepay the outstanding principal amount of Term Loans then subject to prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) so long as no Scheduled Wind-Down Period is then in effect and the Borrowers shall promptly Borrower does not notify the Administrative Agent of in writing prior to the date any such proposed Disposition or Event of Loss prepayment is required to be made that it does not intend to (I) reinvest (including to make capital expenditures) the amount of Subject Proceeds in the estimated Net business (other than Cash Proceeds to be received by such Borrower or such Subsidiary Cash Equivalents) (including, without limitation, investments in respect thereof) CRE Finance Assets and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Real Estate Investments) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvestany of its Restricted Subsidiaries, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Lossthen, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof, or (y) the Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 18 month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly 180 days after the end expiration of such applicable period, 18 month period (it being understood that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash Subject Proceeds in excess of $100,000 not so invested reinvested as set forth above in this clause (I)) (provided that, with respect to this clause (I), at the Borrower’s election by written notice to the Administrative Agent, expenditures and investments occurring prior to receipt of the relevant Subject Proceeds (and not otherwise applied in respect of any other prepayment required by this clause (ii)), but after the definitive agreement governing the transaction from which such Subject Proceeds were generated was entered into, may be deemed to have been reinvested after receipt of such Subject Proceeds) or, (II) apply the Subject Proceeds to prepay amounts outstanding under any (x) Asset Financing Facility secured directly or reinvested. The indirectly by CRE Finance Assets or any (y) CRE Financing (or in the case of any such proceeds relating to a sale or other event with respect to a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to pay Indebtedness of such Subsidiary), then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent the Subject Proceeds are so applied within 18 months following receipt thereof (it being understood that if the Subject Proceeds have not been so applied prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of each Subject Proceeds not so applied to repay such prepayment amounts as set forth above in this clause (II)); provided that, during any period during which the scheduled expiration of the Borrower’s existence in accordance with its organization documents would be within 12 months (a “Scheduled Wind-Down Period”), 100% of the Net Proceeds of all ordinary course and non-ordinary course asset sales shall be applied to repay the Term Loans or any Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any CRE Financing (or in the case of any such proceeds relating to a sale or other event with respect to a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to pay Indebtedness of such Subsidiary) without reinvestment rights and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to Prepay any other Indebtedness that is secured on a pari passu basis with the Obligations by the documentation governing such other Indebtedness (such other Indebtedness, “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the Prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining installment payments amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness Prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans to the extent required in accordance with the terms of this Section 2.11(b)(ii). Notwithstanding the foregoing, except during a Scheduled Wind-Down Period, (x) the Net Proceeds Percentage shall be 50.0% if the Total Debt to Equity Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 0.75 to 1.00 and greater than 0.50 to 1.00 (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%), (y) the Net Proceeds Percentage shall be 25.0% if the Total Debt to Equity Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 0.50 to 1.00 and greater than 0.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%) and (z) the Net Proceeds Percentage shall be 0.0% if the Total Debt to Equity Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 0.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100%). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries after the Closing Date (other than Indebtedness that is permitted to be incurred under this Agreement including Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Term Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of any Class of Term Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms hereof or thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than five Business Days thereafter) the receipt thereof of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) above to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or would reasonably be expected to result in, a material risk of personal, civil or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (it being agreed that, solely within 365 days following the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation) (it being understood that if the repatriation of the relevant Subject Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal, civil or criminal liability for the Persons described above, in either case, an amount equal to such Subject Proceeds will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv))), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) to the extent that the relevant Subject Proceeds are received by any joint venture, in each case, solely with respect to any joint venture that is a Restricted Subsidiary, for so long as the distribution to the Borrower of such Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture by any provision not entered into in contemplation of the Closing Date or of receipt of such Subject Proceeds; it being understood that if the relevant prohibition ceases to exist, the relevant joint venture that is a Restricted Subsidiary will promptly distribute the relevant Subject Proceeds, and the distributed Subject Proceeds will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(ii) above would result in a material adverse Tax liability (taking into account any withholding Tax) (the amount attributable to such Foreign Subsidiary, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds, directly or indirectly, from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 365 day period following the event giving rise to the relevant Subject Proceeds, an amount equal to the Subject Proceeds to the extent available, and not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the applicable Term Loans pursuant to Section 2.11(b) as otherwise required above. (v) At the Borrower’s option, any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower and will be added to the Available Amount as set forth in clause (a)(v) of the definition thereof; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(p), (x) Incremental Term Loans incurred to refinance all or a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments portion of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Lenders for any breach Term Loans in accordance with the requirements of Section 8.2 9.02(c), and/or (z) Incremental Equivalent Debt incurred to refinance all or any other terms a portion of this Agreementthe Term Loans in accordance with the requirements of Section 6.

Mandatory Prepayments. (a) If at any time Within five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the SBAC Revolving Credit Exposure "ECF Payment Date"), commencing with the delivery to Agent of all SBAC Lenders exceeds the lesser of audited annual financial statements for the Fiscal Year ending December 31, 2017, Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Aggregate SBAC Revolving Commitment Amount then in effect Ultimate Parent, and (ii) (A) if the SBAC Borrowing Base Leverage Ratio is greater than 3.25:1.00 as determined based of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the 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 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 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 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 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 most recently delivered SBAC Borrowing Base Certificatefirst day of each month thereafter, SBAC shall immediately (and pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the Payment Conditions are satisfied until such time as the entire Excess Cash Flow Payment Amount has been paid in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount.full; (b) If at Concurrently with any time disposition of assets of an Obligor in excess of $750,000 in any Fiscal Year (excluding the SBF Revolving Credit Exposure sale or other transfer of all SBF Lenders exceeds Inventory and Accounts in the lesser Ordinary Course of Business), Borrowers shall prepay the Term Loan in an amount equal to the Net Proceeds of such disposition; provided that so long as no Event of Default shall have occurred and be continuing, the recipient of any such Net Proceeds may reinvest such Net Proceeds within (i) 180 days of such disposition in replacement assets performing the Aggregate SBF Revolving Commitment Amount then same or similar functions; or (ii) within 270 days of such disposition if Borrowers have entered into a binding commitment to make such reinvestment in effect replacement assets performing the same or similar functions within the 180 day period referred to in clause (i) provided that, (A) to the extent such disposition relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the SBF Borrowing Base as determined based on Term Loans until paid in full and (B) to the most recently delivered SBF Borrowing Base Certificateextent such disposition relates to Term Priority Collateral, SBF such Term Priority Collateral Proceeds shall immediately be applied (i) first, to the Term Loan until paid in full and (ii) second, to the Revolver Debt until paid in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount.full; (c) At Concurrently with the receipt by any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Obligor of any proceeds of any insurance or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds condemnation award in excess of $100,000 individually 2,500,000, the recipient of such proceeds shall prepay the Term Loan in an amount equal to such proceeds; provided that so long as no Event of Default shall have occurred and be continuing, the recipient of any such proceeds may reinvest such proceeds (only to the extent that the aggregate amount of such proceeds from any single casualty or on condemnation award do not exceed $7,000,000) within (i) 180 days of such disposition in replacement assets performing the same or similar functions or (ii) within 270 days of such disposition if Borrowers have entered into a cumulative basis binding commitment to make such reinvestment in any fiscal year of replacement assets performing the Borrowerssame or similar functions within the 180 day period referred to in clause (i); provided that, then (A) to the Borrowers extent such proceeds of insurance or condemnation award relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds shall promptly notify be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary Term Loans until paid in respect thereof) full and (B) promptly upon receipt to the extent such proceeds of insurance or condemnation award relates to Term Priority Collateral, such Term Priority Collateral Proceeds shall be applied (i) first, to the Term Loan until paid in full and (ii) second, to the Revolver Debt until paid in full; (d) Concurrently with any issuance of Equity Interests (including issuances of Equity Interests constituting Equity Cure Contributions, but excluding issuances of Equity Interests constituting "Equity Cure Contributions" (as defined in the Revolver Loan Agreement)) by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossany Obligor, the Borrowers shall prepay the Obligations Term Loan in an aggregate amount equal to one hundred percent the net proceeds of such issuance; (100%e) Concurrently with any issuance of Debt (other than Debt permitted by Section 9.2.1) by any Obligor, Borrowers shall prepay the Term Loan in an amount equal to the net proceeds of all such Net Cash Proceeds issuance; (f) [reserved]; (g) Concurrently with the receipt of any Extraordinary Receipts by any Obligor, Borrowers shall prepay Term Loans in excess of $100,000an amount equal to such proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash proceeds relates to ABL Priority Collateral, such ABL Priority Collateral Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied (i) first, to the remaining installment payments of Revolver Debt until paid in full and (ii) second, to the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the 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 Commitment Amount then Loans (and in effect the case of any Revolving Loans, to the 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 (iiy) the SBAC Borrowing Base 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 limited to the cash purchase price of the 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 case of such clauses (x) and (y), 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) in 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 based on the most recently delivered SBAC Borrowing Base Certificatescheduled 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, SBAC further, that no prepayment shall immediately be required under this Section 2.11(b)(i) unless and only to the extent that the 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 their Restricted Subsidiaries are required to prepay, repay or repurchase or offer to repurchase any other Indebtedness secured on a pari passu basis with the Secured Obligations 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 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 allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the relevant Excess Cash Flow prepayment shall be allocated to 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 2.11(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 in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and, if necessary, SBAC Swing Loans, together and Additional Term Loans in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in US$20,000,000 per Fiscal Year (any fiscal year such proceeds retained under such threshold, the “Retained Asset Sale Proceeds”), the Borrowers shall apply an amount equal to 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (the “Subject Proceeds”) to prepay the outstanding principal amount of Term Loans in accordance with clause (vi) below; provided, then that (A) if, prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of such proposed Disposition or Event of Loss (including its intention to reinvest the amount Subject Proceeds in the business of the estimated Net Borrowers and their Restricted Subsidiaries, including pursuant to any Permitted Acquisition or other similar investment (other than Cash Proceeds to be received by such or Cash Equivalents) of a Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary any of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits Restricted Subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof or (y) the Borrowers or any of their subsidiaries have committed to so reinvest the Subject Proceeds during such 18-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 18-month period, ; it being understood and agreed that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower Representative shall promptly prepay the Obligations in outstanding principal amount of Term Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrowers or any of their Restricted Subsidiaries is required to prepay, repay or repurchase (or offer to repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the prepayment, repurchase or repayment of such Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and such Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to such Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to such Net Cash Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of such prepayment Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans in accordance with the terms hereof. (iii) In the event that a Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by any Borrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans, or Additional Term Loans in accordance with the requirements of Section 9.02(c)), the Borrowers shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Borrowers or their Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(i) or (ii) above to the extent that the relevant affected Excess Cash Flow is generated by any Restricted Subsidiary that is a Non-US Subsidiary of the US Borrower, the relevant Prepayment Asset Sale is consummated by any Restricted Subsidiary that is a Non-US Subsidiary of the US Borrower, the relevant Net Insurance/Condemnation Proceeds are received by any Restricted Subsidiary that is a Non-US Subsidiary of the US Borrower, as the case may be, for so long as the Borrower Representative determines in good faith that the repatriation to the Borrowers of any such amount would be prohibited under any Requirement of Law (including financial assistance, corporate benefit, thin capitalization, capital maintenance and other local law restrictions), under any restrictions contained in such Restricted Subsidiary’s material Organizational Documents (including as a result of minority ownership) or other material agreements, in each case, in existence on the Closing Date or at the time of acquisition thereof (and not entered into in contemplation thereof), as applicable, or conflict with the fiduciary duties of such Restricted Subsidiary’s directors, or result in, or could reasonably be expected to result in, a ratable basis material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Restricted Subsidiary (the Borrower Representative hereby agrees to cause the applicable Restricted Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that once the repatriation of the relevant affected Subject Proceeds or Excess Cash Flow, as the case may be, is permitted under the applicable Requirement of Law, Organizational Document or material agreement, as applicable, and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, the applicable Restricted Subsidiary will promptly repatriate the relevant Subject Proceeds or Excess Cash Flow, as the case may be, and the repatriated Subject Proceeds or Excess Cash Flow, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)) and (B) if the Borrower Representative determines in good faith that the repatriation (or intercompany distribution) to the Borrowers from a Restricted Subsidiary that is a Non-US Subsidiary of the US Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(i) or (ii) above that are attributable to such Non-US Subsidiary of the US Borrower would result in material adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Representative, the amount the Borrowers shall be required to mandatorily prepay pursuant to Section 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until paid in full. If such time as it may repatriate to the Borrowers the Restricted Amount without incurring such material and adverse tax liability; provided, that the Borrowers shall use commercially reasonable efforts to take all actions (for a period not to exceed 12 months from the date of the event or calculation giving rise to such repatriation requirement) required by applicable Requirements of Law to permit the repatriation of the relevant amounts; provided, further, that to the extent that the repatriation of any Subject Proceeds or Excess Cash Flow from the relevant Restricted Subsidiary would no longer have a material adverse tax consequence, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clause (B), shall be promptly applied to the repayment of the Term Loans pursuant to this Section 2.11(b) as otherwise required above (without regard to this clause (iv)); (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with time and in the Administrative Agent and held manner specified by it in an account at the Administrative Agent. So long as no Default or Event , prior to any prepayment of Default existsthe Term Loans required to be made by the Borrowers pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the Administrative Agent is authorized “Declined Proceeds”), in which case such Declined Proceeds shall be offered to disburse amounts representing any holders of junior lien Indebtedness of the Borrowers and if such proceeds from holder of junior lien Indebtedness elects not to accept its pro rata share of such account mandatory prepayment, the amount Declined Proceeds so rejected by the holders of junior lien Indebtedness may be retained by the Borrowers (which the Borrowers may use for general corporate purposes, including to or at increase the Borrowers’ direction for application to or reimbursement Available Amount); provided, that, for the costs avoidance of replacingdoubt, rebuilding no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of Refinancing Indebtedness incurred to refinance all or restoring such Property. (iia portion of the Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance the Term Loans in accordance with the requirements of Section 9.02(c). If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the estimated Net Cash Proceeds time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such incurrence or assumption to be received by or for the account Lender’s Applicable Percentage of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) To the Aggregate SBAC Revolving Commitment Amount then in effect and extent the Term Loan Closing Date has occurred, within five (ii5) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: (i6.01(a) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for the relevant Excess Cash Flow Period, the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Administrative Agent Excess Cash Flow Period covered by such financial statements, minus (B) the sum of (1) without duplication of such proposed Disposition amounts deducted pursuant to clause (b)(iii) or Event (b)(ix) of Loss the definition of Excess Cash Flow, all voluntary prepayments of Term Loans and any other prepayments of Incremental Equivalent Debt and/or other Indebtedness secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral securing the Term B Loans (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 2.05(d), Section 10.07 and/or otherwise, and/or application of any “yank-a-bank” provisions), plus (2) without duplication of amounts deducted pursuant to clause (b)(iii) or (b)(ix) of the definition of Excess Cash Flow, all voluntary prepayments of Revolving Credit Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount of such payments or any voluntary prepayments of revolving loans or other revolving Indebtedness constituting Incremental Equivalent Debt or an Additional Revolving Credit Commitment secured by Liens on the estimated Net Cash Proceeds Collateral on a pari passu basis or senior basis to be received the Liens on the Collateral securing the Revolving Credit Loans to the extent the applicable commitments are permanently reduced by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds amount of such Disposition payments, plus (3) without duplication of amounts deducted pursuant to clauses (b)(ii) or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%b)(x) of the definition of Excess Cash Flow, the amount of all such Net cash consideration paid by the Borrower and its Restricted Subsidiaries in connection with Capital Expenditures, plus (4) without duplication of amounts deducted pursuant to clauses (b)(vii) or (b)(xi) of the definition of Excess Cash Proceeds Flow, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries in excess of $100,000; provided that connection with Investments permitted by Section 7.02 (other than pursuant to Section 7.02(a), (d) or (f)), plus in the each case of each Disposition and Event of Lossthis Clause (B), if the Borrowers state in their notice of during such event that the applicable Borrower Excess Cash Flow Period or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable periodExcess Cash Flow Period and prior to the prepayment date in clause (b)(i) (any such transaction made following the fiscal year end but prior to the making of such prepayment date, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ noticean “After Year-End Transaction”), and to the extent such prepayments, expenditures, Investments, Capital Expenditures or acquisitions are not funded with the proceeds of Indebtedness constituting Funded Debt (other than Indebtedness under a revolving facility) or any Cure Amount (such amount, as may be further reduced by applicable of clause (x) of the proviso hereto, the “Applicable ECF Proceeds”); provided that (x) to the extent the voluntary prepayments pursuant to clause (B) would reduce the Applicable ECF Proceeds to an amount less than $0, such excess voluntary prepayments may be credited against the Excess Cash Flow Percentage of Excess Cash Flow dollar-for-dollar for the immediately subsequent Excess Cash Flow Period, when taken together with the amounts of any other prepayments required for such Excess Cash Flow Period, (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term B Loans (such Indebtedness, “Other Pari Indebtedness”) pursuant to the terms of the documentation governing such Indebtedness with the Excess Cash Flow, then the Borrower, at its election, may apply the Applicable ECF Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Pari Indebtedness at such time) and the remaining Excess Cash Flow to the prepayment of such Other Pari Indebtedness and (z) prepayments under this Section 2.05(b) shall only be required if the Applicable ECF Proceeds are in excess of the Excess Cash Flow Threshold and solely to the amount of such Applicable ECF Proceeds in excess thereof; provided, that to the extent so elected by the Borrower, following the consummation of any After Year-End Transaction, (1) the First Lien Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if the transaction was consummated during the fiscal year of the applicable Excess Cash Flow prepayment and the Excess Cash Flow Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Leverage Ratio and (2) such After Year-End Transaction shall not be applied to the calculation of the First Lien Leverage Ratio in connection with the determination of the Excess Cash Flow Percentage for purposes of any subsequent Excess Cash Flow prepayment. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Term Loan Closing Date (x) the Borrower or any of its Restricted Subsidiaries makes any Prepayment Asset Sale, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the Asset Sale Percentage of such excess Net Cash Proceeds have not been so invested realized or reinvested, received (the Borrowers “Applicable Asset Sale Proceeds”); provided that (1) no such prepayment shall promptly prepay the Obligations in the amount be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to utilize in excess of $100,000 not so invested or reinvested. The amount of each accordance with Section 2.05(b)(ii)(B) and (2) if at the time that any such prepayment shall would be applied required, the Borrower is required to offer to repurchase any Other Pari Indebtedness, then the remaining installment payments Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans on a ratable basis until paid in full. If and Other Pari Indebtedness at such time) and the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated remaining Net Cash Proceeds so received to the prepayment of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementOther Pari Indebtedness.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth (5th) 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 on or about December 31, 2024, the Borrower shall prepay the outstanding principal amount and accrued interest of Initial Term Loans and Additional Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (w) the aggregate principal amount of any (I) Loans prepaid pursuant to Section 2.11(a) during such Fiscal Year, or at the option of the Borrower, after such Fiscal Year but prior to the applicable ECF Prepayment Amount payment date (such period, the “ECF Reduction Period”), (II) any Incremental Equivalent Debt and/or Replacement Debt optionally prepaid or redeemed during the ECF Reduction Period and/or (III) the aggregate principal amount of any other First Lien Debt or Junior Lien Debt prepaid during the ECF Reduction Period pursuant to such equivalent provisions under any other document governing any such Indebtedness, (x) the aggregate principal amount of any voluntary prepayment of Opco Revolving Commitment Facility Indebtedness and/or any other revolving Indebtedness (in each case, to the extent accompanied by a permanent reduction in the relevant commitment), (y) the amount of any reduction in the outstanding amount of (I) any Term Loans resulting from any purchase or assignment made in accordance with Section 9.05(g) (including in connection with any Dutch Auction), (II) any Incremental Equivalent Debt and/or Replacement Debt resulting from any purchase or assignment made by an Affiliated Lender or the Borrower, as applicable and/or (III) the amount of any reduction in the outstanding amount of any other First Lien Debt or Junior Lien Debt resulting from any purchase or assignment made by an Affiliated Lender or the Borrower, as applicable, in each case, for such period and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant purchase or assignment or (z) any amount applied (or contractually committed to be applied) during the ECF Reduction Period, for Capital Expenditures, Restricted Debt Payments and/or acquisitions or other similar Investments, in each case of clause (w), (x), (y) and (z), (1) excluding any such assignment, purchase, optional prepayment and/or amounts, as applicable, 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 (2) 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 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 $5,000,000 (with only amounts in excess of such threshold subject to prepayment); provided, further, that (x) no prepayment under this Section 2.11(b)(i) shall be required during an ECF Trigger Period to the extent such ECF Prepayment Amount is required to be applied towards mandatorily prepaying the revolving loans then outstanding under the Opco Revolving Credit Agreement as in effect as of the date hereof (without any reduction of the revolving commitments thereunder); it being understood and agreed that only amounts in excess of the Opco Prepayment Threshold shall be subject to any such prepayment obligation under the Opco Revolving Credit Agreement, and (iiy) the SBAC Borrowing Base balance of any ECF Prepayment Amount remaining after the same has been applied to prepay revolving loans as described under preceding clause (x) shall promptly be applied to prepay the Initial Term Loans and Additional Loans as otherwise required pursuant to this Section 2.11(b)(i); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Subsidiary of the Borrower) is also required to prepay any other First Lien Debt pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, SBAC that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall immediately not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness prepaid, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth (5th) Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 5,000,000 in any fiscal year Fiscal Year (with only amounts in excess of such threshold subject to prepayment), the Borrower shall apply 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount and accrued interest of Initial Term Loans and Additional Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided, that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in the business (other than Cash or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days any of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits Subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 365 days following receipt thereof, or (y) the Borrower or any of its Subsidiaries has committed to so reinvest the Subject Proceeds during such 365-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 365-day period. Promptly after ; it being understood that if the end Subject Proceeds have not been so reinvested prior to the expiration of such the applicable period, the Borrowers Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Subsidiaries is required to repay or repurchase any Other Applicable Indebtedness (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof. (iii) In the event that the Borrower or any of its Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to finance all or a portion of the Loans in accordance with the requirements of Section 6.01(z), in each case, to the extent required by the terms thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two Business Days after receipt of such Net Proceeds by the Borrower or its applicable Subsidiary), apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) No later than the fifth (5th) Business Day following the receipt of Stormwater Net Proceeds by either the Opco or the Parent upon enforcement of the indemnification obligations of Swinerton Builders, a California corporation and Swinerton Incorporated, a California corporation, under the Odyssey Acquisition Agreement with respect to the Stormwater Matters (such enforcement, a “Seller Indemnification Event”), then the Borrower shall apply 100% of the Stormwater Net Proceeds received with respect to such Seller Indemnification Event to prepay the outstanding principal amount and accrued interest of the Subject Loans in accordance with clause (vi) below. (v) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that if the Borrower determines in good faith the relevant Excess Cash Flow is generated by any Non-U.S. Subsidiary, the relevant Prepayment Asset Sale is consummated by any Non-U.S. Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Non-U.S. Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be, in the good faith determination of the Borrower, prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Non-U.S. Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Non-U.S. Subsidiary (it being understood and agreed that (i) solely within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation and (ii) if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Non-U.S. Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such Excess Cash Flow or such Subject Proceeds as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (v))), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Borrower of such Excess Cash Flow or Subject Proceeds would, in the good faith determination of the Borrower, be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (v)), and (C) if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Non-U.S. Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above would result in the Borrower or any of its Subsidiaries incurring a material Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided, that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds or Excess Cash Flow, directly or indirectly, from the relevant Non-U.S. Subsidiary would no longer have a material tax consequence within the 365 day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above; (vi) The Borrower shall notify the Administrative Agent whether such Borrower in writing of any prepayment under this Section 2.11(b) not later than 1:00 p.m. (New York City time) four (4) Business Days before the date of prepayment (or such Subsidiary has invested or reinvested such Net Cash Proceeds shorter period of notice as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by may reasonably agree); it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.being understood th

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) In the Aggregate SBAC event of the termination of all the Revolving Commitment Amount then Commitments under any Ex-FILO Subfacility, the Borrowers shall, on the date of such termination, repay or prepay all the outstanding EX-FILO Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to each applicable Issuing Bank the LC Exposure in effect accordance with Section 2.13(j), in each case, in respect of such Ex-FILO Subfacility. In the event of a Dutch Parent Borrower Disposition (i) all Loans (including Swingline Loans) outstanding under the Dutch Subfacility immediately prior to the date of such Dutch Parent Borrower Disposition shall be prepaid and (ii) the SBAC Borrowing Base as determined based Dutch LC Exposure under the Dutch Subfacility shall be Cash Collateralized or backstopped on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and terms reasonably satisfactory to each applicable Dutch Issuing Bank in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together accordance with all accrued and unpaid interest on such excess amountSection 2.13(j). (bii) If (I) In the event of any partial reduction of the Ex-FILO Revolving Commitments under any Ex- FILO Subfacility, then (A) at any time or prior to the SBF effective date of such reduction, the Administrative Agent shall notify the Company and the Ex-FILO Revolving Credit Exposure Lenders of all SBF Lenders exceeds the lesser of Ex-FILO Revolving Exposures under the applicable Subfacility or Subfacilities after giving effect thereto and (iB) except as permitted by Section 2.17 or Section 2.18, if the Aggregate SBF Ex-FILO Revolving Commitment Amount Exposures under such Subfacility or Subfacilities exceed the applicable Line Cap then in effect, after giving effect and (ii) to such reduction, then the SBF Borrowing Base as determined based Borrowers shall, on the most recently delivered SBF Borrowing Base Certificatedate of such reduction, SBF shall immediately first, repay or prepay Swingline Loans (if any), second, repay or prepay Revolving Borrowings and third, replace or Cash Collateralize outstanding Letters of Credit (if any) in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together accordance with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loansprocedures set forth in Section 2.13(j), in each case, pursuant to Section 2.26: (i) If either Borrower under the applicable Subfacility or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the BorrowersSubfacilities, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal sufficient to one hundred percent (100%) of the amount of all eliminate such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyexcess. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at Upon the occurrence of any time of the SBAC Revolving Credit Exposure events set forth in Section 2.1 of all SBAC Lenders exceeds the lesser Common Agreement, the Borrower shall be required to prepay the Advances, as set forth in Section 2.1 of (i) the Aggregate SBAC Revolving Commitment Amount then Common Agreement. All such prepayments shall be made in effect and (ii) the SBAC Borrowing Base as determined based on manner set forth in Section 2.1 of the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing LoansCommon Agreement, together with all accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.5(c). Amounts prepaid pursuant to this Section 2.6 and unpaid interest Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.6 and Section 2.1 of the Common Agreement shall be applied on such excess amounta pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of On each Test Date (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossdefined below), the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in each case as of such Test Date, the Borrower shall, no later than forty-five (45) days after the applicable Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in before the Borrowers’ noticeMandatory Prepayment Date, and by written notice to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied Borrower (with a copy to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.6(b) for such mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. So long as no Default or Event of Default existsImmediately after receipt thereof, the Administrative Agent is authorized shall provide a copy of each Mandatory Prepayment Waiver Notice to disburse amounts representing such proceeds from such account to or at each Lender. On the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted IndebtednessMandatory Prepayment Date, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the amount manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such Net Cash Proceedsprepayment on the principal amount prepaid and together with any amounts owing pursuant to Section 8.5(c) as a result of such prepayment. The amount of each such prepayment shall Amounts prepaid pursuant to this Section 2.6(b) may not be applied to reborrowed. For the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms purposes of this Agreement.Section 2.6(b):

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and [Reserved]. (ii) No later than the SBAC Borrowing Base as determined based on fifth Business Day following the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 15,000,000 in any fiscal year Fiscal Year, the Borrower shall apply an amount equal to 100% (such percentage, as it may be reduced as described below, the “Net Proceeds Percentage”) of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Term Loans then subject to prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) so long as the Borrowers shall promptly Borrower does not notify the Administrative Agent of in writing prior to the date any such proposed Disposition or Event of Loss prepayment is required to be made that it does not intend to (I) reinvest (including to make capital expenditures) the amount of Subject Proceeds in the estimated Net business (other than Cash Proceeds to be received by such Borrower or such Subsidiary Cash Equivalents) (including, without limitation, investments in respect thereof) CRE Finance Assets and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Real Estate Investments) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvestany of its Restricted Subsidiaries, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Lossthen, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof, or (y) the Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 18 month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly 180 days after the end expiration of such applicable period, 18 month period (it being understood that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash Subject Proceeds in excess of $100,000 not so invested reinvested as set forth above in this clause (I)) (provided that, with respect to this clause (I), at the Borrower’s election by written notice to the Administrative Agent, expenditures and investments occurring prior to receipt of the relevant Subject Proceeds (and not otherwise applied in respect of any other prepayment required by this clause (ii)), but after the definitive agreement governing the transaction from which such Subject Proceeds were generated was entered into, may be deemed to have been reinvested after receipt of such Subject Proceeds) or reinvested. The (II) apply the Subject Proceeds to prepay amounts outstanding under any (x) Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any (y) CRE Financing, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent the Subject Proceeds are so applied within 18 months following receipt thereof (it being understood that if the Subject Proceeds have not been so applied prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of each Subject Proceeds not so applied to repay such amounts as set forth above in this clause (II)) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to Prepay any other Indebtedness that is secured on a pari passu basis with the Obligations by the documentation governing such other Indebtedness (such other Indebtedness, “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the Prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness Prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans to the extent required in accordance with the terms of this Section 2.11(b)(ii). Notwithstanding the foregoing, (x) the Net Proceeds Percentage shall be 50.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 70.0% and greater than 64.5% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%), (y) the Net Proceeds Percentage shall be 25.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 64.5% and greater than 60.0% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 50.0%) and (z) the Net Proceeds Percentage shall be 0.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 60.0% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 25.0%). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Term Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of any Class of Term Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms hereof or thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two Business Days thereafter) the receipt thereof of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) above to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal, civil or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (it being agreed that, solely within 365 days following the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation) (it being understood that if the repatriation of the relevant Subject Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal, civil or criminal liability for the Persons described above, in either case, an amount equal to such Subject Proceeds will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv))), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) to the extent that the relevant Subject Proceeds are received by any joint venture, in each case, solely with respect to any joint venture that is a Restricted Subsidiary, for so long as the distribution to the Borrower of such Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture by any provision not entered into in contemplation of the Closing Date or of receipt of such Subject Proceeds; it being understood that if the relevant prohibition ceases to exist, the relevant joint venture that is a Restricted Subsidiary will promptly distribute the relevant Subject Proceeds, and the distributed Subject Proceeds will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(ii) above would result in a material adverse Tax liability (taking into account any withholding Tax) (the amount attributable to such Foreign Subsidiary, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds, directly or indirectly, from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 365 day period following the event giving rise to the relevant Subject Proceeds, an amount equal to the Subject Proceeds to the extent available, and not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the applicable Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(p), (x) Incremental Term Loans incurred to refinance all or a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments portion of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Lenders for any breach Term Loans in accordance with the requirements of Section 8.2 9.02(c), and/or (z) Incremental Equivalent Debt incurred to refinance all or any other terms a portion of this Agreementthe Term Loans in accordance with the requirements of Section 6.

Mandatory Prepayments. (ai) If No later than the tenth (10th) 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, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, the sum of (1) the aggregate principal amount of any time other Indebtedness that is secured on a pari passu basis with the SBAC Secured Obligations that the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of 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 permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien 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 Exposure 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 all SBAC Lenders exceeds any reduction in the lesser 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 9.05(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 SBAC Revolving Commitment Amount then aggregate consideration required to be paid in effect and Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase orders (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans“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 2.26: 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) If either Borrower and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-month period; provided, that to the extent the aggregate amount of 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 estimated Net calculation of Excess Cash Proceeds 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 prior 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 received by such 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 such Subsidiary 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 respect thereofclauses (A) and (B) promptly upon above. (ii) No later than the tenth (10th) Business Day following the receipt by such of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Borrower or such Subsidiary shall apply an amount equal to the Required Asset Sale Percentage of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Insurance/Condemnation Proceeds received with respect thereto in excess of $100,000the threshold specified in clause (B) of this Section 2.11(b)(ii) (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds (other than Subject Proceeds with respect to any Disposition consummated pursuant to Section 6.07(h)(B)) in the case business of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest any of its subsidiaries (including any acquisition or reinvest, as applicable, within ninety (90) days of the applicable Disposition other Investment permitted hereunder but not in Cash or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 540 days following receipt thereof, or (y) the Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 540-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 540-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) the obligation to make a prepayment under this Section 2.11(b)(ii) shall only apply if and to the extent the aggregate amount of (I) Net Proceeds resulting from Prepayment Asset Sales and (II) Net Insurance/Condemnation Proceeds, in each case received by the Borrower and/or any Restricted Subsidiaries (x) for any such single transaction (or related transactions) exceeds $10,000,000 and (y) in any Fiscal Year exceeds $20,000,000 (with only the amount of Net Proceeds exceeding such amount for any single transaction (or related transactions) or in such Fiscal Year to be applied to make a prepayment under this Section 2.11(b)(ii)). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of the Loans in accordance with the requirements of Section 6.01(z)), the Borrower or the relevant Restricted Subsidiary shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Cash Proceeds in excess by the relevant Person, apply an amount equal to 100% of $100,000 not so invested or reinvested. The such Net Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (iv) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant affected Excess Cash Flow is attributable to any Foreign Subsidiary or the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited, delayed or restricted under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under applicable Requirements of Law to permit such repatriation or to remove such prohibition); it being understood and agreed that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 540 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, an amount equal to the relevant Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited, delayed or restricted under the Organizational Documents governing such joint venture; it being understood and agreed that if the relevant prohibition ceases to exist within the 540-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Borrower determines in good faith that the repatriation to the Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 540-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts), (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall be applied to any mandatory prepayment, repurchase or redemption required under the Second Lien Credit Agreement or the documentation governing any other Indebtedness in excess of the Threshold Amount; provided that (A) in the event that any lender under the Second Lien Credit Agreement (or such other Indebtedness) elects to decline receipt of such Declined Proceeds in accordance with the terms of the Second Lien Credit Agreement (or the documentation governing such other Indebtedness), the remaining installment payments amount thereof may be retained by the Borrower and (B) that for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments portion of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Lenders for any breach Term Loans in accordance with the requirements of Section 8.2 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or any other terms a portion of this Agreement.the Loans in accordance with the requirements of Section 6.01

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) If, after giving effect to any termination or reduction of the Aggregate SBAC Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Commitment Amount Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in effect an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize or otherwise backstop such excess as provided in Section 2.08(j). (ii) Upon any redetermination or adjustment to the SBAC amount of the Borrowing Base in accordance with Section 2.07 (other than pursuant to Section 2.07(e) or Section 2.07(f)) or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then after receiving a New Borrowing Base Notice in accordance with Section 2.07(d) or a notice of adjustment pursuant to Section 8.13(c), as determined based the case may be (the date of receipt of any such notice, the “Deficiency Notification Date”), the Borrower shall (i) deliver, within 10 Business Days after the Deficiency Notification Date, written notice to the Administrative Agent indicating the Borrower’s election to: (A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency (and to the extent that any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize or otherwise backstop such excess as provided in Section 2.08(j)) on or before the 30th day following the Deficiency Notification Date; (B) prepay the Borrowings in six consecutive equal monthly installments, the first installment being due and payable on the 30th day following the Deficiency Notification Date and each subsequent installment being due and payable on the same day in each of the subsequent calendar months, with each payment being equal to one-sixth (1/6th) of such Borrowing Base Deficiency, so that such Borrowing Base Deficiency is reduced to zero on or before such sixth prepayment date; (C) identify, within thirty (30) days following the Deficiency Notification Date, to the Administrative Agent additional Oil and Gas Properties with Borrowing Base value acceptable to the Required Lenders in their sole discretion not evaluated in the most recently delivered SBAC Reserve Report sufficient to cure the Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans Deficiency and, if necessary, SBAC Swing Loans, together to the extent the mortgage requirement set forth in Section 8.14(a) has not been complied with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative pro forma basis in any fiscal year of the Borrowersincluding such additional Oil and Gas Properties, then (A) the Borrowers shall promptly notify grant to the Administrative Agent of a first-priority Lien (subject to Excepted Liens) on such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds additional Oil and Gas Properties sufficient to be received by satisfy such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000requirement on a pro forma basis; provided that in no event may the case of each Disposition and Event of Loss, Borrower elect the option specified in this clause (C) if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within fewer than ninety (90) days remain until the Maturity Date; or (D) combine the options provided in clauses (A), (B) and/or (C) above, and also indicating the amount to be prepaid and the amount to be provided as additional Collateral, and (ii) make such payment and deliver such additional Collateral within the time required under clauses (A), (B) and/or (C) above; provided that, notwithstanding the options set forth above, (x) in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date, (y) after making an election described above, with the consent of the applicable Disposition or receipt of Net Cash Proceeds from an Event of LossAdministrative Agent, the Net Cash Proceeds thereof Borrower may make additional payments or identify additional Oil and Gas Properties (as contemplated by clause (C) without regard to the timeframe set forth therein) in similar like-kind assets, then so long as no Default order to accelerate the cure of the Borrowing Base Deficiency and (z) if the Borrowing Base Deficiency is reduced to zero through any combination of the options set forth herein or Event of Default then existsthrough a subsequent Borrowing Base increase, the Borrowers Borrower’s obligations to cure the previously existing Borrowing Base Deficiency shall not be required cease and the Borrower shall have no obligation to make a mandatory prepayment under this Section additional scheduled prepayments in respect of such Net Cash Proceeds Borrowing Base Deficiency. The Borrower shall provide to the Administrative Agent, within ten (10) Business Days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs pursuant to Section 8.13(c), as applicable, an irrevocable written notice indicating which of the options specified in clauses (A), (B), (C) or (D) the Borrower elects to take in order to eliminate the Borrowing Base Deficiency. Such notice shall be irrevocable and, in the event the Borrower fails to provide such written notice to the Administrative Agent within the ten (10) Business Day period referred to above, the Borrower shall be deemed to have irrevocably elected the option set forth in clause (B) above. The failure of the Borrower to comply with any of the options elected (including any deemed election) pursuant to the provisions of this Section 3.04(c)(ii) and specified in such notice (or relating to such deemed election) shall constitute an Event of Default. (iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) or Section 2.07(f), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, cash collateralize or otherwise backstop such excess as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or cash collateralize or otherwise backstop such excess on the date the adjustment occurs; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. (iv) Unless the Borrower notifies the Administrative Agent in writing of an alternate application to the Borrowings then outstanding, each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Term SOFR Borrowings then outstanding, and if more than one Term SOFR Borrowing is then outstanding, to each such Term SOFR Borrowing in order of priority beginning with the Term SOFR Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Term SOFR Borrowing with the most number of days remaining in the Interest Period applicable thereto. (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held required by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertySection 3.02. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time Not later than 100 days after the SBAC Revolving Credit Exposure end of all SBAC Lenders exceeds each fiscal year of Borrower, commencing with the lesser of fiscal year ending December 28, 1996, the Borrower shall (i) the Aggregate SBAC Revolving Commitment Amount then calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in effect accordance with paragraph (d) below and (ii) deliver to the SBAC Borrowing Base as determined based on Administrative Agent a certificate signed by any Financial Officer of the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans andBorrower setting forth the amount, if necessaryany, SBAC Swing Loansof Excess Cash Flow for such period and the calculation thereof, together with all accrued and unpaid interest on such excess amountin reasonable detail. (b) If In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at any time or prior to the SBF effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in after giving effect thereto and (ii) if the SBF Borrowing Base as determined based Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the most recently delivered SBF Borrowing Base Certificatedate of such reduction or termination, SBF shall immediately (and repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on an amount sufficient to eliminate such excess amountexcess. (c) At The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any time after amounts being deemed to constitute Net Proceeds as provided in the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent definition of such proposed Disposition or Event of Loss term) to prepay Borrowings in accordance with paragraph (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereofd) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossbelow; provided, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that however, that, in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event Equity Issuance, (x) the Borrower shall only be required to apply 50% of Loss, such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Cash Proceeds to the prepayment of Loans if at the time of receipt thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to make a mandatory prepayment under this Section in respect apply any of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in prepayment of Loans if at the Borrowers’ notice within such ninety (90) day periodtime of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. Promptly after the end of such applicable period, the Borrowers The Borrower shall notify deliver to the Administrative Agent whether such (i) at the time of each prepayment required under this paragraph (c), a certificate signed by a Financial Officer of the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described setting forth in reasonable detail the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in calculation of the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other not later than Permitted Indebtedness, the Borrowers shall promptly notify later of (A) the Administrative Agent date on which a Responsible Officer of the estimated Net Cash Proceeds Borrower becomes aware that such prepayment will be made and (B) the date that is three Business Days prior to the date of such incurrence or assumption to be received by or for the account prepayment, a notice of such Borrower or such Subsidiary prepayment. Such certificate shall also describe in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, reasonable detail the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied facts and circumstances giving rise to the remaining installment payments applicable prepayment event and a reasonably detailed calculation of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementNet Proceeds therefrom.

Mandatory Prepayments. (a) If at Upon the occurrence of any time of the SBAC Revolving Credit Exposure events set forth in Section 2.1 of all SBAC Lenders exceeds the lesser Common Agreement, the Borrower shall be required to prepay the Advances, as set forth in Section 2.1 of (i) the Aggregate SBAC Revolving Commitment Amount then Common Agreement. All such prepayments shall be made in effect and (ii) the SBAC Borrowing Base as determined based on manner set forth in Section 2.1 of the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing LoansCommon Agreement, together with all accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.5(c). Amounts prepaid pursuant to this Section 2.6 and unpaid interest Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.6 and Section 2.1 of the Common Agreement shall be applied on such excess amounta pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) If at any time On the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of Test Date (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossdefined below), the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of the Test Date. If, on the Test Date, the Gross Principal Due exceeds the Cash Resources Available, as of the Test Date, the Borrower shall, no later than forty-five (45) days after the Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in before the Borrowers’ noticeMandatory Prepayment Date, and by written notice to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied Borrower (with a copy to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.6(b) for such mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. So long as no Default or Event of Default existsImmediately after receipt thereof, the Administrative Agent is authorized shall provide a copy of each Mandatory Prepayment Waiver Notice to disburse amounts representing such proceeds from such account to or at each Lender. On the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted IndebtednessMandatory Prepayment Date, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the amount manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such Net Cash Proceedsprepayment on the principal amount prepaid and together with any amounts owing pursuant to Section 8.5(c) as a result of such prepayment. The amount of each such prepayment shall Amounts prepaid pursuant to this Section 2.6(b) may not be applied to reborrowed. For the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms purposes of this Agreement.Section 2.6(b):

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 at any time together, the SBAC “Specified Prepayment Sections”), the order of such prepayments shall be, subject to the 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 Credit-Linked Deposit in an amount equal to the 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 Exposure of all SBAC Lenders exceeds in an amount equal to the lesser of (ix) the Aggregate SBAC Revolving Commitment Letter of Credit Available Amount then in effect and (iiy) the SBAC Borrowing Base as determined based on Credit-Linked Deposit Letters of Credit outstanding prior to giving effect to any such reallocation (any such reallocation to be accompanied by a corresponding permanent reduction in the most recently Credit-Linked Deposit, with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered SBAC Borrowing Base Certificateto the Credit-Linked Deposit Lenders), SBAC shall immediately (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 event within three Business Days) repay SBAC 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; Sixth, to the prepayment of the Revolving Loans and(any such prepayment to be accompanied by a corresponding permanent reduction in the Revolving Commitments) in accordance with the Existing First Priority Agreement; and Seventh, if necessaryto cash collateralize the outstanding Revolving LC Exposure, SBAC Swing Loansafter 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, together with all as applicable) 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 and but unpaid interest on such excess amount. the principal amount being prepaid to (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (ibut not including) the Aggregate SBF Revolving Commitment Amount then date of prepayment, plus any fees, losses, costs and expenses referenced in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amountSpecified Prepayment Sections. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of time, (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Total US Revolver Outstandings exceed the US Borrowing Capacity at such time, (ii) the SBAC Total Canadian Revolver Outstandings exceeds the Canadian Borrowing Base as determined based on Capacity at such time or (iii) the most recently delivered SBAC Total Revolver Outstandings exceeds the Aggregate Revolver Borrowing Base CertificateCapacity at such time, SBAC then the Borrowers shall immediately (and in any event within three Business Days) repay SBAC Revolving pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders for application to the US Revolver Loans and, if necessary, SBAC Swing and/or the Canadian Revolver Loans, together with all accrued and unpaid interest on such excess amountas the case may be, and/or Cash Collateralize the US LC Obligations and/or the Canadian LC Obligations, as the case may be. (b) If at any time Any prepayments required to be made by the SBF Revolving Borrowers in respect of the Total US Revolver Outstandings pursuant to clause (a) of this Section 2.2.4 shall be applied first, to repay the outstanding principal balance of the Protective Advances advanced to the US Borrower until such Protective Advances shall have been repaid in full; second, to repay the outstanding principal balance of the Swingline Loans advanced to the US Borrower until such Swingline Loans shall have been repaid in full; third, to repay the outstanding principal balance of the US Revolver Loans until such US Revolver Loans shall have been paid in full; and fourth, to provide Cash Collateral for outstanding Letters of Credit Exposure issued for the account or benefit of all SBF Lenders exceeds the lesser US Borrower until such Letters of (i) the Aggregate SBF Revolving Commitment Amount then Credit have been Cash Collateralized in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amountfull. (c) At any time after the Outstanding SBAC Revolving Loans have been converted Any prepayments required to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) be made by the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds the Total Canadian Revolver Outstandings pursuant to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety clause (90a) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment this Section 2.2.4 shall be applied first, to repay the outstanding principal balance of the Protective Advances advanced to the remaining installment payments Canadian Borrower until such Protective Advances shall have been repaid in full; second, to repay the outstanding principal balance of the Term Swingline Loans on a ratable basis advanced to the Canadian Borrower until such Swingline Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Canadian Revolver Loans until such Canadian Revolver Loans shall have been paid in full. If the Administrative Agent or the Required Lenders so request; and fourth, all proceeds to provide Cash Collateral for outstanding Letters of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or Credit issued for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments benefit of the Term Loans on a ratable basis Canadian Borrower until paid such Letters of Credit have been Cash Collateralized in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time Indebtedness shall be incurred or issued by the SBAC Revolving Credit Exposure Borrower or any Restricted Subsidiary after the Acquisition Effective Date (other than Excluded Indebtedness but including, for the avoidance of all SBAC Lenders exceeds doubt, any Replacement Facility), an amount equal to 100% of the lesser Net Cash Proceeds thereof shall be applied promptly upon such incurrence or issuance toward the prepayment of (i) the Aggregate SBAC Revolving Commitment Amount then Loans as set forth in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amountSection 4.2(f). (b) If at on any time date after the SBF Revolving Credit Exposure Acquisition Effective Date the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within five (5) Business Days of all SBF Lenders exceeds such date toward the lesser prepayment of (i) the Aggregate SBF Revolving Commitment Loans as set forth in Section 4.2(f); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount then with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amountSection 4.2(f). (c) At any time after The Borrower shall, on each Excess Cash Flow Application Date commencing with the Outstanding SBAC Revolving Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans have been converted to SBAC (including the Term Loans or but excluding prepayments of the Outstanding SBF Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans have been converted pursuant to SBF Term LoansSection 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each casecase made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, pursuant to Section 2.26: 2016, (i) If either such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year of the Borrower or any Subsidiary shall at any time or from time with respect to time make or agree which such prepayment is made are required to make a Disposition or shall suffer an Event of Loss be delivered to the Lenders. (d) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to clause (b) with respect to any Property which results in Net Cash Proceeds from any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in excess of $100,000 individually or on each case attributable to a cumulative basis in any fiscal year of Foreign Subsidiary to the Borrowers, then extent (Ai) the Borrowers shall promptly notify the Administrative Agent repatriation of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds or Excess Cash Flow is prohibited by applicable local law from being repatriated so long, but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in excess material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $100,00010,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the case event the Borrower is required to make a payment of each Disposition and Event Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Loss, if Governmental Authorities. (e) In the Borrowers state in their notice of such event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such deficiency. (f) Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. (g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the applicable Subsidiary intends required prepayment date, to invest decline all or reinvestany portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) such Declined Prepayments shall be applied pro rata to all Term Loans of each Term Lender that did not elect to decline such prepayment, and (ii) to the extent of any excess, such Declined Prepayments shall be retained by the Borrower. (h) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Revolving Extension of Credit exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Loans or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent, as applicable, within ninety in an aggregate principal amount sufficient to cause (90x) days the aggregate Dollar Amount of the applicable Disposition all Revolving Extensions of Credit (so calculated) to be less than or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds equal to the extent such Net Cash Proceeds are actually invested Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or reinvested equal to the Foreign Currency Sublimit, as described applicable, provided that, in the Borrowers’ notice within such ninety (90) day period. Promptly after case of prepayments of Revolving Loans, if the end aggregate principal amount of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in Revolving Loans then outstanding is less than the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied (because L/C Obligations constitute a portion thereof), the Borrower shall, to the remaining installment payments extent of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds balance of such Disposition or Event excess, replace outstanding Letters of Loss shall be deposited Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and held by it in an account at conditions reasonably satisfactory to the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) If, after giving effect to any termination or reduction of the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Maximum Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, Amounts pursuant to Section 2.26: (i2.06(b) If either Borrower or any Subsidiary shall at any time or from time reduction in the Aggregate Elected Commitment Amounts pursuant to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of Section 2.06(c), the Borrowerstotal Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowers shall promptly notify Borrowings on the Administrative Agent date of such proposed Disposition termination or Event of Loss (including the reduction in an aggregate principal amount of the estimated Net Cash Proceeds equal to be received by such Borrower or such Subsidiary in respect thereof) excess, and (B) promptly upon receipt by such Borrower or such Subsidiary if any excess remains after prepaying all of the Net Cash Proceeds Borrowings as a result of such Disposition or such Event an LC Exposure, pay to the Administrative Agent on behalf of Loss, the Borrowers shall prepay the Obligations in Lenders an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds excess to be held as cash collateral as provided in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property2.08(j). (ii) If either Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(d) or Section 8.13(c), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall eliminate such Borrowing Base Deficiency by electing to (w) make such prepayment and/or deposit of cash collateral in an aggregate principal amount equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtednessadjusted Borrowing Base, (x) repay such Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the Borrowers first installment being due and payable thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base, and each subsequent installment being due and payable on the same day in each of the five (5) subsequent calendar months, (y) provide additional Oil and Gas Properties or other collateral acceptable to each of the Lenders in their sole discretion (together with title information with respect thereto acceptable to the Administrative Agent) sufficient to increase the Borrowing Base by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the Borrower’s receipt of notice of the redetermined or adjusted Borrowing Base; or (z) effect any combination of the foregoing clause (w), clause (x) and clause (y) in amounts necessary to eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. The Borrower shall promptly notify make such election in writing to the Administrative Agent within thirty (30) days after the Borrower’s receipt of notice of the estimated Net Cash Proceeds redetermined or adjusted Borrowing Base. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such incurrence or assumption Borrowing Base Deficiency to be received by held as cash collateral as provided in Section 2.08(j). (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or for Section 2.07(f) if a Borrowing Base Deficiency shall result therefrom, then the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall (A) prepay the Obligations Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make the foregoing prepayment and/or deposit of cash collateral prior to or contemporaneously with the closing date of the applicable disposition, Liquidation. (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any SOFR Borrowings then outstanding, and if more than one SOFR Borrowing is then outstanding, to each such SOFR Borrowing in order of priority beginning with the SOFR Borrowing with the least number of days remaining in the amount Interest Period applicable thereto and ending with the SOFR Borrowing with the most number of such Net Cash Proceeds. The amount days remaining in the Interest Period applicable thereto. (v) Each prepayment of each such prepayment Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the remaining installment payments of Loans included in the Term Loans on a ratable basis until paid in fullprepaid Borrowings. The Borrowers acknowledge that their performance hereunder Prepayments pursuant to this Section 3.04(c) shall not limit be accompanied by accrued interest to the rights and remedies of the Lenders for any breach of extent required by Section 8.2 or any other terms of this Agreement3.02.

Mandatory Prepayments. (A) Requirements: (a) If at Subject to Section 3.05(b), the Applicable Borrowers shall prepay the outstanding principal amount of the A Term Loans, the B Term Loans, the Acquisition Term Loans, the Revolving Loans or Swingline Loans made to them on any time date on which the SBAC aggregate outstanding principal amount of such Loans (after giving effect to any other repayments or prepayments on such day and together with the outstanding principal amount of Letter of Credit Usage) exceeds the Total A Term Loan Commitment, the Total B Term Loan Commitment, the Total Acquisition Term Loan Commitment, the Total Revolving Loan Commitments or the applicable Maximum Swingline Amount, as the case may be, in the amount of such excess, the Applicable Borrowers to determine among themselves the amount of such excess to be prepaid by each. (b) Subject to Section 3.05(b), if the aggregate principal amount of outstanding Revolving Loans, and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Exposure of all SBAC Lenders Usage exceeds the lesser of (i) the Aggregate SBAC Total Revolving Loan Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on set forth in the most recently delivered SBAC recent Borrowing Base CertificateCertificate last delivered pursuant to Section 6.01 (provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01 of this Agreement), SBAC then the Applicable Borrowers shall immediately (and in any event within three Business Days) repay SBAC prepay Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on or Swingline Loans made to them in a principal amount equal to such excess amount. no later than two (b2) If at any time Business Days after the SBF Revolving Credit Exposure determination of all SBF Lenders exceeds such excess, the lesser of (i) Applicable Borrowers to determine among themselves the Aggregate SBF Revolving Commitment Amount then in effect and (ii) amount to be prepaid by each; provided they comply with the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amountlimits set forth herein. (c) At any time The U.S. Borrowers shall cause to be paid Scheduled A Term Loans Principal Payments on the A Term Loans until the A Term Loans are paid in full in the amounts and at the times specified in the definition of Scheduled A Term Loans Principal Payments to the extent that prepayments have not previously been applied to such Scheduled A Term Loans Principal Payments (and such Scheduled A Term Loans Principal Payments have not otherwise been reduced) pursuant to the terms hereof. (d) The U.S. Borrowers shall cause to be paid each Scheduled B Term Loans Principal Payment on the B Term Loans until all B Term Loans are paid in full in the amounts and at the times specified in the definition of Scheduled B Term Loans Principal Payments to the extent that prepayments have not previously been applied to such Scheduled B Term Loans Principal Payments (and such Scheduled B Term Loans Principal Payments have not otherwise been reduced) pursuant to the terms hereof. (e) The U.S. Borrowers shall cause to be paid Scheduled Acquisition Term Loans Principal Payments on the Acquisition Term Loans until the Acquisition Term Loans are paid in full in the amounts and at the times specified in the definition of Scheduled Acquisition Term Loans Principal Payments to the extent that prepayments have not previously been applied to such Scheduled Acquisition Term Loans Principal Payments (and such Scheduled Acquisition Term Loans Principal Payments have not otherwise been reduced) pursuant to the terms hereof. (f) After the Closing Date, on the Business Day after the Outstanding SBAC Revolving Loans have been converted date of receipt thereof by the Company and/or any of its Subsidiaries of Net Cash Proceeds (after giving effect to SBAC the ability to reinvest any such Net Cash Proceeds pursuant to Section 7.17) or Net Financing Proceeds (including the receipt of Net Financing Proceeds by Holdings, the proceeds of which are required to be contributed to the Company in accordance with the provisions of Section 7.14) (without duplication of prepayments required by clause (h) of this Section 3.02(A) and other than the proceeds of Indebtedness permitted by Section 7.04), the Company shall apply or cause to be applied an amount equal to 100% of such Net Cash Proceeds or Net Financing Proceeds as provided in Section 3.02(B)(a). (g) On the date which is 90 days after the last day of the Company's fiscal year, commencing with the fiscal year ending October 31, 1999, the Company shall apply or cause to be applied an amount equal to 75% of the Company's Excess Cash Flow for such fiscal year as provided in Section 3.02(B)(a); provided that (i) such amount shall be 50% with respect to the fiscal year ending October 31, 1999 and (ii) such amount shall be 50% for subsequent years if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of such fiscal year to Consolidated EBITDA of the Company for the Test Period ending at the end of such fiscal year, on a pro forma basis after giving effect to any Designated Acquisitions made during such year, shall be less than 3.5:1.0; provided further that any funds used for any Designated Acquisition made subsequent to the end of such fiscal year and prior to the date of payment shall reduce Excess Cash Flow (before applying the prepayment percentage) for purposes of this Section 3.02(A)(g) except to the extent funded with Acquisition Term Loans or from the Outstanding SBF $12,500,000 Revolving Loan basket set forth in Section 6.18. (h) On the Business Day after the date of the receipt thereof by the Company and/or any of its Subsidiaries, the Company shall apply or cause to be applied an amount equal to 100% of the proceeds received by such Person (net of underwriting discounts and commissions and other reasonably incurred costs and expenses directly associated therewith) of the sale after the Closing Date of equity (including the sale of equity by Holdings, the proceeds of which are required to be contributed to the Company in accordance with the provisions of Section 7.14 but excluding sales to directors constituting directors qualifying shares, where required by law) as provided in Section 3.02(B)(a). (i) At the Administrative Agent's discretion, on the Business Day after the date of receipt thereof by the Company and/or any of its Subsidiaries, the Company shall apply or cause to be applied an amount equal to (x) 100% of any insurance proceeds other than Net Proceeds or insurance proceeds of the type referred to in clause (y) below (less reasonably incurred costs to recover) received less any portion of such proceeds not in excess of $10,000,000 attributable to a casualty, so long as there exists no Event of Default, that is applied or committed to be applied within a reasonable period of time to repair or replace the damaged property; provided that any insurance proceeds received in respect of an inventory loss shall not be counted towards the $10,000,000 limit and shall not be required to be applied as a mandatory prepayment pursuant to this Section 3.02(A)(i), and (y) 100% of any business interruption insurance proceeds (less reasonably incurred costs to recover) over $5,000,000 attributable to a casualty, in each case as provided in Section 3.02(B)(a). (j) If any of the Mortgaged Real Property is the subject of a Taking or Destruction and either the Company or its applicable Subsidiary has elected not to effect a Restoration or neither the Collateral Agent nor the Company or its applicable Subsidiary, as the case may be, has elected to effect a Restoration, in each case, in accordance with the provisions of the applicable Mortgage, then on the first Business Day following the last day the Company or its applicable Subsidiary can elect to effect a Restoration (in the event that the Company or its applicable Subsidiary has the right to make such an election) or, in the event that the Net Award or Net Proceeds, as the case may be, are in excess of $10,000,000 and the Company or its applicable Subsidiary does not otherwise have the right to make an election to effect a Restoration, the day the Collateral Agent has notified the Company or its applicable Subsidiary that a Restoration will not be required in the case of any of the Mortgaged Real Property being the subject of a Taking or Destruction, the Company shall apply or cause to be applied an amount equal to the applicable Net Award or Net Proceeds, as the case may be, as a result of such Taking or Destruction, as provided in Section 3.02(B)(a). (k) On the date of the receipt thereof by the Company and/or any of its Subsidiaries, the Company shall apply or cause to be applied an amount equal to 75% of any surplus assets of any Pension Plan returned to the Company or such Subsidiary as provided in Section 3.02(B)(a). (l) Notwithstanding anything to the contrary contained herein, no Acceptance may be prepaid prior to the maturity date thereof. (B) Application: (a) Prepayments to be applied pursuant to this Section 3.02(B)(a) shall be applied as follows: (i) first, on a pro rata basis among the A Term Loans, the B Term Loans have been converted to SBF and any outstanding Acquisition Term Loans, in each case, pursuant to Section 2.26: (i) If either 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 in inverse order of Loss maturity with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossremaining Scheduled A Term Loans Principal Payments, the Borrowers shall prepay remaining Scheduled B Term Loans Principal Payments and the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000remaining Scheduled Acquisition Term Loan Principal Payments; provided that in the case each holder of each Disposition and Event of LossB Term Loans may, if upon reasonable notice to the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify and the Administrative Agent whether Agent, decline such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described prepayment, in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each which case such prepayment shall be applied to the remaining installment payments of the Scheduled A Term Loans Principal Payments and Scheduled Acquisition Term Loan Principal Payments as aforesaid; (ii) second, to permanently reduce the Revolving Loan Commitment (and (y) to the extent such Total Revolving Loan Commitment exceeds the Maximum Swingline Amount, the Maximum Swingline Amount on a ratable pro rata basis until paid and (z) if required as a result of such reduction, to prepay Swingline Loans or Revolving Loans, or, if no such Loans are outstanding, to cash collateralize Letters of Credit and Acceptances on a pro rata basis in fulla manner reasonably satisfactory to the Administrative Agent); and (iii) third, the Acquisition Term Loan Commitment, if any, will be permanently reduced in an amount equal to the amount otherwise required to be prepaid. If Amounts applied pursuant to this Section 3.02(B)(a) may not be reborrowed; and (b) With respect to each prepayment of Loans required by Section 3.02(A), the Borrowers shall give the Administrative Agent two Business Days notice and may designate the Types of Loans and the specific Borrowing or Borrowings which are to be prepaid; provided that (i)(x) Reserve Adjusted Eurodollar Loans may be designated for prepayment pursuant to this Section 3.02 only on the Required Lenders so requestlast day of an Interest Period applicable thereto unless all Reserve Adjusted Eurodollar Loans with Interest Periods ending on such date of required prepayment and all Base Rate Loans and Prime Rate Loans have been or are con- currently being paid in full and (y) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, all proceeds such Borrowing shall immediately be converted into Base Rate Loans; and (ii) in the case a Reserve Adjusted Eurodollar Loan is required to be prepaid pursuant to this Section 3.02 prior to the last day of the Interest Period applicable thereto, the Borrowers may in order to avoid paying any amount pursuant to Section 1.10(f) deposit such Disposition or Event of Loss shall be deposited prepayment in escrow with the Administrative Agent and held by it (or U.K. Swingline Bank in an account at the case of Pounds Sterling Reserve Adjusted Eurodollar Loans), which escrow shall be satisfactory to the Administrative AgentAgent (or U.K. Swingline Bank in the case of Pounds Sterling Reserve Adjusted Eurodollar Loans), and which amount in escrow shall be applied as of the last day of the applicable Interest Period to the repayment of the applicable Loan. So long as no Default or Event In the absence of Default existsa designation by the Borrowers, the Administrative Agent is authorized shall, subject to disburse amounts representing such proceeds from such account the above, apply prepayments first to or at Base Rate Loans and thereafter to Reserve Adjusted Eurodollar Loans. All prepayments shall include payment of accrued interest on the Borrowers’ direction for application to or reimbursement for the costs of replacingprincipal amount so prepaid, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments payment of interest before application to principal and shall include amounts payable, if any, under Section 1.10(f). (c) Any proceeds received by the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 Company or any of its Subsidiaries as discussed in Section 3.02(A)(i) or (j) shall be deposited, on the date of receipt thereof by the Company or any such Subsidiary, with the Administrative Agent in escrow (or pursuant to other terms of this Agreementarrangements satisfactory to the Administrative Agent) until such funds are used in accordance with either such Section.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of Borrower Representative are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2022, the Borrowers shall, jointly and severally, prepay the outstanding principal amount of 2021 Replacement Term Loans and Additional Term Loans (unless specified otherwise in the applicable amendment relating to such Additional Term Loans in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F)) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) 50% of Excess Cash Flow of the Borrowers and their Restricted Subsidiaries for the Fiscal Year then in effect and ended, minus (iiB) at the option of the Borrower Representative, (x) the SBAC Borrowing Base aggregate principal amount of any Initial Term Loans (other than the prepayment of Original Term Loans as determined based on contemplated by the most recently delivered SBAC Borrowing Base CertificateFirst Amendment), SBAC shall immediately (and in any event within three Business Days) repay SBAC 2017 Replacement Term Loans, 2021 Replacement Term Loans, Additional Term Loans, Revolving Loans andor Additional Revolving Loans (in each case, if necessary, SBAC Swing to the extent ranking pari passu in right of payment and with respect to security with the Initial Term Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC 2017 Replacement Term Loans or the Outstanding SBF 2021 Replacement Term Loans) prepaid pursuant to Section 2.11(a) prior to such date (calculated by reference to the Dollar Equivalent thereof, in the case of any such prepayments made in a currency other than Dollars) and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans retired and cancelled as a result of any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction), in the case of this clause (y) prior to such date and in an amount equal to the actual amount of cash paid in connection with the relevant assignment (calculated by reference to the Dollar Equivalent thereof, in the case of any such payments made in a currency other than Dollars), 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 (and in the case of any prepayment of Revolving Loans have been converted and/or Additional Revolving Loans, to SBF Term Loansthe extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrowers or their Restricted Subsidiaries); provided that (I) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 1.00 to 1.00, but greater than 0.50 to 1.00, (II) such prepayment shall not be required if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (but without giving effect to the payment required hereby) is less than or equal to 0.50 to 1.00 and (III) no such prepayment shall be required if the amount that would be required to be prepaid is less than or equal to $1,000,000 and then, only to the extent of any amount in excess of $1,000,000. (ii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 10,000,000 in any fiscal year Fiscal Year, the Borrowers shall, jointly and severally, apply an amount equal to 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans, then 2017 Replacement Term Loans, 2021 Replacement Term Loans and (Aunless specified otherwise in the applicable amendment relating to such Additional Term Loans in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F)) Additional Term Loans in accordance with clause (vi) below; provided that if, prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event of Loss useful in the business (including the amount of the estimated Net other than Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount Borrower Representative or any of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits Restricted Subsidiaries, then so long as no Default or Event of Default then exists, the Term Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (A) the Subject Proceeds are actually invested so reinvested within 12 months following receipt thereof or (B) the Borrower Representative or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 12-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 12-month period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Term Borrowers shall shall, jointly and severally, promptly prepay the outstanding principal amount of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided further that if, at the time that any such prepayment would be required hereunder, a Term Borrower or any of its Restricted Subsidiaries is required to offer to repay or repurchase any other Indebtedness permitted hereunder to be secured on a pari passu basis with the Secured Obligations pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be offered to be so repaid or repurchased, the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and (to the extent required) Additional 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 applicable Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans, Additional Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time (using the Dollar Equivalent thereof as of the date of determination, in the case of any such Term Loans or Other Applicable Indebtedness denominated in a currency other than Dollars); provided that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) 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 in any event within ten Business Days after the date of such declination) be applied to prepay the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans in accordance with the terms hereof. (iii) In the event that any Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by any Borrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance all or a portion of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), the Term Borrowers shall, jointly and severally, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Cash Proceeds in excess by such Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of $100,000 not so invested or reinvested. The such Net Proceeds to prepay the outstanding principal amount of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans in accordance with clause (vi) below. (iv) [Reserved]; (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans required to be made by the Term Borrowers pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, solely to the extent not applied to any other Indebtedness of the Borrowers or their subsidiaries as a mandatory prepayment of such Indebtedness, the “Declined Proceeds”); provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance all or a portion of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c). If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans. Any Declined Proceeds shall be retained by the Borrowers for application for any purpose not prohibited by this Agreement. (vi) Except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan in accordance with Section 2.22(a)(ix), Section 2.23(a)(vi) or Section 9.02(c)(i)(F), (A) each prepayment of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans pursuant to this Section 2.11(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans (using the Dollar Equivalent thereof as of the date of determination, in the case of any such Term Loans not denominated in Dollars)) (provided that (x) any prepayment of 2017 Replacement Term Loans pursuant to this Section 2.11(b) shall be applied to the 2017 Replacement USD Term Loans and the 2017 Replacement Euro Term Loans as directed by the Borrower Representative (or in the absence of such direction, ratably to such Classes of Term Loans) and (y) any prepayment of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance all or a portion of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans, all accepted prepayments under Section 2.11(b)(i), (ii) or (iii) shall be applied against the remaining scheduled installments of principal due in respect of the Initial Term Loans, 2017 Replacement Term Loans and Additional Term Loans of such Class as directed by the Borrower Representative (or, in the absence of direction from the Borrower Representative, to the remaining scheduled amortization payments in respect of the Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans of such Class in direct order of maturity), and (C) each such prepayment shall be applied paid to the remaining installment Term Lenders of each applicable Class in accordance with their respective Applicable Percentages. The amount of such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Initial Term Loans, 2017 Replacement Term Loans, 2021 Replacement Term Loans and Additional Term Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or SOFR Loans; provided that, within each Class of Term Loans, the amount thereof shall be applied first to ABR Loans to the full extent thereof before application to the SOFR Loans in a manner that minimizes the amount of any payments required to be made by the applicable Borrower(s) pursuant to Section 2.16. Any prepayment of 2021 Replacement Term Loans made on or prior to the date that is twelve months after the Third Amendment Effective Date pursuant to Section 2.11(b)(iii) as part of a Repricing Transaction shall be accompanied by the fee set forth in Section 2.12(f). (vii) In the event that the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitment then in effect (other than solely as a result of changes in currency exchange rates), the Revolver Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure in an aggregate amount sufficient to reduce such Aggregate Revolving Credit Exposure as of the Term date of such payment to an amount not to exceed the Total Revolving Credit Commitment then in effect by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Revolving Loans or Swingline Loans or (B) with respect to the excess LC Exposure, deposit of Cash in the LC Collateral Account or “backstopping” or replacement of the relevant Letters of Credit, in each case, in an amount equal to 102% of such excess LC Exposure (minus the amount then on a ratable basis until paid deposit in full. If the LC Collateral Account). (viii) At the time of each prepayment required under Section 2.11(b)(i), (ii) or (iii), the Borrower Representative shall deliver to the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held a certificate signed by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent a Responsible Officer of the estimated Net Cash Proceeds Borrower Representative setting forth in reasonable detail the calculation of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceedsprepayment. The Each such certificate shall specify the Borrowings being prepaid and the principal amount of each such prepayment Borrowing (or portion thereof) to be prepaid. Prepayments shall be applied accompanied by accrued interest as required by Section 2.13. All prepayments of Borrowings under this Section 2.11(b) shall be subject to Section 2.16 and, in the remaining installment payments case of the Term Loans on prepayments under clause (iii) above as part of a ratable basis until paid Repricing Transaction, Section 2.12(f), but shall otherwise be without premium or penalty. (ix) If solely as a result of changes in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.currency exchange rates, on

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) To the Aggregate SBAC Revolving Commitment Amount then in effect and extent the Term Loan Closing Date has occurred, within five (ii5) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: (i6.01(a) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for the relevant Excess Cash Flow Period, the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Administrative Agent Excess Cash Flow Period covered by such financial statements, minus (B) the sum of (1) without duplication of such proposed Disposition amounts deducted pursuant to clause (b)(iii) or Event (b)(ix) of Loss the definition of Excess Cash Flow, all voluntary prepayments of Term Loans and any other prepayments of Incremental Equivalent Debt and/or other Indebtedness secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral securing the Term B Loans (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 2.05(d), Section 10.07 and/or otherwise, and/or application of any “yank-a-bank” provisions), plus (2) without duplication of amounts deducted pursuant to clause (b)(iii) or (b)(ix) of the definition of Excess Cash Flow, all voluntary prepayments of Revolving Credit Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount of such payments or any voluntary prepayments of revolving loans or other revolving Indebtedness constituting Incremental Equivalent Debt or an Additional Revolving Credit Commitment secured by Liens on the estimated Net Cash Proceeds Collateral on a pari passu basis or senior basis to be received the Liens on the Collateral securing the Revolving Credit Loans to the extent the applicable commitments are permanently reduced by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds amount of such Disposition payments, plus (3) without duplication of amounts deducted pursuant to clauses (b)(ii) or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%b)(x) of the definition of Excess Cash Flow, the amount of all such Net cash consideration paid by the Borrower and its Restricted Subsidiaries in connection with Capital Expenditures, plus (4) without duplication of amounts deducted pursuant to clauses (b)(vii) or (b)(xi) of the definition of Excess Cash Proceeds Flow, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries in excess of $100,000; provided that connection with Investments permitted by Section 7.02 (other than pursuant to Section 7.02(a), (d) or (f)), plus in the each case of each Disposition and Event of Lossthis Clause (B), if the Borrowers state in their notice of during such event that the applicable Borrower Excess Cash Flow Period or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable periodExcess Cash Flow Period and prior to the prepayment date in clause (b)(i) (any such transaction made following the fiscal year end but prior to the making of such prepayment date, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ noticean “After Year-End Transaction”), and to the extent such prepayments, expenditures, Investments, Capital Expenditures or acquisitions are not funded with the proceeds of Indebtedness constituting Funded Debt (other than Indebtedness under a revolving facility) or any Cure Amount (such amount, as may be further reduced by application of clause (x) of the proviso hereto, the “Applicable ECF Proceeds”); provided that (w) for the avoidance of doubt, any such After Year-End Transaction expenditures so deducted shall not be deducted in the calculation of any subsequent Excess Cash Flow prepayment for a subsequent Excess Cash Flow Period, (x) to the extent the voluntary prepayments pursuant to clause (B) would reduce the Applicable ECF Proceeds to an amount less than $0, such excess voluntary prepayments may be credited against the Excess Cash Flow Percentage of Excess Cash Flow dollar-for-dollar for the immediately subsequent Excess Cash Flow Period, when taken together with the amounts of any other prepayments required for such Excess Cash Flow Period, (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term B Loans (such Indebtedness, “Other Pari Indebtedness”) pursuant to the terms of the documentation governing such Indebtedness with the Excess Cash Flow, then the Borrower, at its election, may apply the Applicable ECF Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Pari Indebtedness at such time) and the remaining Excess Cash Flow to the prepayment of such Other Pari Indebtedness and (z) prepayments under this Section 2.05(b) shall only be required if the Applicable ECF Proceeds are in excess of the Excess Cash Flow Threshold and solely to the amount of such Applicable ECF Proceeds in excess thereof; provided, that to the extent so elected by the Borrower, following the consummation of any After Year-End Transaction, the First Lien Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if the transaction was consummated during the fiscal year of the applicable Excess Cash Flow prepayment and the Excess Cash Flow Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Leverage Ratio. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Term Loan Closing Date (x) the Borrower or any of its Restricted Subsidiaries makes any Prepayment Asset Sale, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the Asset Sale Percentage of such excess Net Cash Proceeds have not been so invested realized or reinvested, received (the Borrowers “Applicable Asset Sale Proceeds”); provided that (1) no such prepayment shall promptly prepay the Obligations in the amount be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower intends to utilize in excess of $100,000 not so invested or reinvested. The amount of each accordance with Section 2.05(b)(ii)(B) and (2) if at the time that any such prepayment shall would be applied required, the Borrower is required to offer to repurchase any Other Pari Indebtedness, then the remaining installment payments Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans on a ratable basis until paid in full. If and Other Pari Indebtedness at such time) and the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated remaining Net Cash Proceeds so received to the prepayment of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementOther Pari Indebtedness.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure a Change of all SBAC Lenders exceeds the lesser Control occurs, then within fifteen (15) days of such Change of Control, (i) the Aggregate SBAC Revolving Commitment Mandatory Prepayment Amount then in effect shall become automatically due and payable without any notice or other action from the Trust; (ii) the SBAC Borrowing Base as determined based Utility shall pay the Trust the Mandatory Prepayment Amount, (iii) to the extent the Mandatory Prepayment Amount is not paid in full on such date, and the LC has been issued and is outstanding pursuant to Section 2.2(a) hereof, the Trust may draw on the most recently delivered SBAC Borrowing Base CertificateLC up to the lesser of the stated amount thereof and the unpaid portion of the Mandatory Prepayment Amount, SBAC and (iv) the Utility shall immediately (provide the Trust with a statement prepared by the Utility in good faith and in consultation with the Utility Accounting Firm setting forth, in reasonable detail, the calculation of such payment in accordance with this Agreement along with supporting schedules as well as the identification of any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on material assumptions that were utilized in preparing such excess amountcalculation. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of a Financing Event occurs, then (i) the Aggregate SBF Revolving Commitment Mandatory Prepayment Amount then in effect shall become automatically due and payable without any notice or other action from the Trust upon the later of (x) the First Payment Date and (y) fifteen (15) days after the consummation of such Financing Event; (ii) the SBF Borrowing Base Utility shall pay the Trust on the applicable payment date (as determined based on pursuant to clause (i) immediately above) an amount equal to the most recently delivered SBF Borrowing Base CertificateMandatory Prepayment Amount, SBF shall immediately (and iii) to the extent the Mandatory Prepayment Amount is not paid in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest full on such excess amount. (c) At any time after date, and the Outstanding SBAC Revolving Loans have LC has been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, issued and is outstanding pursuant to Section 2.26: (i2.2(a) If either Borrower or any Subsidiary shall at any time or from time hereof, the Trust may draw on the LC up to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year the lesser of the Borrowersstated amount thereof and the unpaid portion of the Mandatory Prepayment Amount, then and (Aiv) the Borrowers Utility shall promptly notify provide the Administrative Agent Trust with a statement prepared by the Utility in good faith and in consultation with the Utility Accounting Firm setting forth, in reasonable detail, the calculation of such proposed Disposition or Event payment in accordance with this Agreement along with supporting schedules as well as the identification of Loss (including the amount of the estimated Net Cash Proceeds to be received by any material assumptions that were utilized in preparing such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertycalculation. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (ai) If at any time the SBAC Revolving amount of the Extensions of Credit Exposure exceed the Commitments, the Borrower shall immediately make a principal payment to the Administrative Agent for the ratable accounts of the Lenders in an amount necessary together with (i) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 10.07(b), so that the Extensions of Credit do not exceed the Commitments. Any payments made under this Section 2.07(b)(i) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (ii) On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders such principal amount of the outstanding Loans as shall be necessary, together with (i) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 10.07(b), so that the aggregate amount of the Lenders’ Extensions of Credit does not exceed the Commitments. Any payments made under this Section 2.07(b)(ii) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (iii) On each date on which the Swingline Commitment is reduced pursuant to Section 2.06(b), the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders or prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the date of such prepayment on the principal amount repaid or prepaid, if any, as may be necessary so that after such payment the aggregate unpaid principal amount of Swingline Loans does not exceed the amount of the Swingline Commitment as then reduced. (iv) On the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable accounts of the Lenders, the principal amount of all SBAC Loans then outstanding, together with (i) accrued interest to the date of such payment on the principal amount repaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders exceeds pursuant to Section 10.07(b). (v) Notwithstanding anything set forth herein to the lesser contrary, prior to or simultaneously with the receipt of proceeds related to the remarketing of Bonds purchased pursuant to one or more Term Drawings, the Borrower shall directly, or through the applicable Remarketing Agent or Tender Agent on behalf of the Borrower, repay or prepay (as the case may be) then-outstanding Tender Advance Revolving Loans (in the order in which they were made), and then other outstanding Obligations hereunder, by paying to the Administrative Agent for the pro rata share of the Banks an amount equal to the sum of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and aggregate principal amount of the Bonds remarketed plus (ii) the SBAC Borrowing Base as determined based all accrued interest on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC principal amount of Tender Advance Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. and/or other Obligations so repaid or prepaid plus (biii) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event prepayments of LossLIBOR Rate Loans, if any amount payable to the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section Banks in respect of such Net Cash Proceeds thereof pursuant to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertySection 10.07(b). (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at Upon the occurrence of any time of the SBAC Revolving Credit Exposure events set forth in Section 2.1 of all SBAC Lenders exceeds the lesser Common Agreement, the Borrower shall be required to prepay the Advances, as set forth in Section 2.1 of (i) the Aggregate SBAC Revolving Commitment Amount then Common Agreement. All such prepayments shall be made in effect and (ii) the SBAC Borrowing Base as determined based on manner set forth in Section 2.1 of the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing LoansCommon Agreement, together with all accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.06(c). Amounts prepaid pursuant to this Section 2.06 and unpaid interest Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement shall be applied on such excess amounta pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of On each Test Date (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossdefined below), the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in each case as of such Test Date, the Borrower shall, no later than forty-five (45) days after the applicable Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in before the Borrowers’ noticeMandatory Prepayment Date, and by written notice to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied Borrower (with a copy to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.06(b) for such mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. So long as no Default or Event of Default existsImmediately after receipt thereof, the Administrative Agent is authorized shall provide a copy of each Mandatory Prepayment Waiver Notice to disburse amounts representing such proceeds from such account to or at each Lender. On the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted IndebtednessMandatory Prepayment Date, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations Advances of all Lenders (other than each Waiving Lender) . All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the amount manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such Net Cash Proceedsprepayment on the principal amount prepaid and together with any amounts owing pursuant to Section 8.06(c) as a result of such prepayment. The amount of each such prepayment shall Amounts prepaid pursuant to this Section 2.06(b) may not be applied to reborrowed. For the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms purposes of this Agreement.Section 2.06(b):

Mandatory Prepayments. (ai) If Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), commencing with the fiscal year ending December 31, 2021, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements, if the extent Excess Cash Flow for such period exceeds $5,000,000 and then, only to the extent of the amount in excess of $5,000,000, minus at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds Borrower’s option, (B) the lesser sum of (i) (x) all voluntary prepayments of Term Loans (or any Credit Agreement Refinancing Indebtedness in respect thereof) during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Aggregate SBAC Revolving Commitment Amount then Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date), (y) voluntary prepayments of other Indebtedness permitted hereunder that is secured on a pari passu basis with the Secured Obligations (including, in effect the case of clauses (x) and (y), any debt buyback or prepayments at a discount to par under such facilities, with credit given for the actual amount of the cash payment) and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately all voluntary prepayments of Revolving Credit Loans and Swing Line Loans (and or any Credit Agreement Refinancing Indebtedness in any event within three Business Daysrespect thereof) repay SBAC Revolving Loans during such fiscal year (and, if necessarywithout duplication of any deduction with respect to any other fiscal year, SBAC Swing Loansat the Borrower’s option, together with all accrued following the last day of such fiscal year and unpaid interest on or prior to such excess amount. (brequired prepayment date) If at any time to the SBF extent the Revolving Credit Exposure Commitments are permanently reduced by the amount of all SBF Lenders exceeds such payments or to the lesser extent drawn to account for any additional OID or upfront fees that are implemented pursuant to the “market flex” provisions of the Fee Letter (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loansor, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary Credit Agreement Refinancing Indebtedness in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss), the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Lossimmediately preceding clauses (i) and (ii), the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds prepayments are actually invested or reinvested as described in not funded with the Borrowers’ notice within such ninety proceeds of Indebtedness; provided that (90x) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment ECF Percentage shall be applied 25% if the Consolidated First Lien Secured Leverage Ratio (after giving effect to the remaining installment payments any prepayment of Loans after such year as contemplated above in clause (B)) as of the Term Loans on a ratable basis until paid in full. If last day of the Administrative Agent fiscal year covered by such financial statements was less than 2.30:1.00 and greater than or equal to 1.80:1.00 and (y) the Required Lenders so request, all proceeds of such Disposition or Event of Loss ECF Percentage shall be deposited with 0% if the Administrative Agent and held Consolidated First Lien Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyfinancial statements was less than 1.80:1.00. (ii) If either (A) Subject to Section 2.05(b)(ii)(B), and any Customary Intercreditor Agreement, if following the Closing Date (x) Holdings, the Borrower or any Restricted Subsidiary shall incur consummates any non-ordinary course sale, transfer or assume other disposition of property or assets permitted by Section 7.05(a)(ii) and clauses (7) though (28) of the definition of Asset Disposition, or (y) any Indebtedness other than Permitted IndebtednessCasualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Restricted Subsidiary of Net Available Cash Proceeds in excess of such incurrence $5,000,000 (and then, only to the extent of the amount in excess of $5,000,000) in the case of each of, a single Asset Disposition or assumptionCasualty Event or series of related Asset Dispositions or Casualty Events, the Borrowers Borrower shall prepay the Obligations make a prepayment, in the accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to such Net Available Cash (the “Applicable Proceeds. The amount of each ”) realized or received; provided that no such prepayment shall be applied required pursuant to this Section 2.05(b)(ii)(A) (I) with respect to such portion of such Net Available Cash that the remaining installment payments Borrower intends to reinvest in accordance with Section 2.05(b)(ii)(B), (II) until the aggregate amount of Net Available Cash is reinvested in accordance with Section 2.05(b)(ii)(B) within the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge time periods set forth therein or (III) with respect to such portion of such Net Available Cash that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of is used to repay Other Applicable Indebtedness as permitted under Section 8.2 or any other terms of this Agreement2.05(b)(ii)(C).

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or about June 30, 2019, the Borrower shall prepay Subject Loans in accordance with clause (vi) 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 and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”), minus (B) at the option of the Borrower, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period), the following (collectively, the “ECF Deductions”): (1) the aggregate principal amount of any Initial Term Loans, Additional Term Loans, Revolving Commitment Amount then Loans or Additional Revolving Loans prepaid pursuant to Section 2.11(a); (2) (x) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities, voluntarily prepaid, repurchased, redeemed or otherwise retired and (y) the aggregate principal amount of any loans under any Second Lien Facility (including any Incremental Loans and Additional Loans (as defined in effect the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and the aggregate principal amount of Incremental Equivalent Debt and/or Replacement Debt (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility) secured on a pari passu basis with the Second Lien Facility voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (3) (1) the amount of any reduction in the outstanding amount of any Initial Term Loans, Additional Term Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities, resulting from any purchase or assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (with respect to Initial Term Loans and/or Additional Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility and/or any “Incremental Equivalent Debt”, “Replacement Debt” and/or other Indebtedness permitted to be incurred thereunder to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Second Lien Facility (including any reduction resulting from any purchase or assignment made in accordance with Section 9.05(g) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as defined in the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) and any equivalent provisions with respect to any such “Incremental Equivalent Debt”, “Replacement Debt” and/or such other Indebtedness; (4) all Cash payments in respect of Capital Expenditures as would be reported in the Borrower’s consolidated statement of cash flows and all Cash payments made to acquire IP Rights; (5) Cash payments by the Borrower and its Restricted Subsidiaries made (or committed) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Borrower and its Restricted Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA for such period; (6) Cash payments in respect of any Investment (including acquisitions) permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in the Borrower or any Loan Party) and/or any Restricted Payment permitted by Section 6.04(a) or otherwise consented to by the Required Lenders; (7) the aggregate consideration (i) required to be paid in Cash by the Borrower or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders and/or Restricted Payments described in clause (6) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or Investments and/or Restricted Payments described in clause (6) above (clauses (i) and (ii) of this clause (7), the SBAC Borrowing Base as “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) the Borrower or any Loan Party) to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) Cash expenditures in respect of any Hedge Agreement during such period to the extent (A) not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA and (B) not financed with long-term funded Indebtedness (other than revolving Indebtedness); and (9) the aggregate amount of expenditures actually made by the Borrower and/or any Restricted Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were (A) not expensed and (B) not financed with long-term funded Indebtedness (other than revolving Indebtedness); in the case of each of clauses (1)-(9), (I) excluding any such payments, prepayments and expenditures 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, (II) in the case of any prepayment of Revolving Loans and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of cash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.11(b)(i) shall be required unless the principal amount of Subject Loans required to be prepaid exceeds $2,500,000 (and, in such case, only such amount in excess of $2,500,000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Subject Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Subject Loans and to the prepayment of the relevant Other Applicable Indebtedness, SBAC and the amount of prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall immediately be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Subject Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Subject Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of (x) $100,000 individually or on a cumulative basis 10,000,000 in any fiscal year single transaction or series of related transactions and (y) $15,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to the Required Net Proceeds Percentage of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (collectively, then the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans in accordance with clause (vi) below; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event useful in the business of Loss the Borrower or any of its subsidiaries (including the amount of the estimated Net permitted acquisitions or other Investments, but excluding Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof, or (y) the Borrower or any of its subsidiaries has contractually committed to so reinvest the Subject Proceeds during such 18-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 18-month period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or repurchase (or offer to repay or repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments of the Term Subject Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited accordance with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyterms hereof. (iiiii) If either In the event that the Borrower or any Subsidiary shall incur of its Restricted Subsidiaries receives Net Proceeds from the issuance or assume incurrence of Indebtedness by the Borrower or any Indebtedness of its Restricted Subsidiaries (other than Permitted Indebtednesswith respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Amendment No. 2 Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Amendment No. 2 Term Loans in accordance with the requirements of Section 9.02(c)), the Borrowers shall promptly notify Borrower shall, substantially simultaneously with (and in any event not later than two Business Days thereafter) the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of each the relevant Amendment No. 2 Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i), (ii) or (iii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred by any Foreign Subsidiary to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), as the case may be, for so long as the Borrower determines in good faith that the repatriation to the Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment shall is otherwise required to be applied made pursuant to Section 2.11(b)(i), (ii) or (iii) above) under any Requirement of Law or conflict with the remaining installment payments fiduciary duties of the Term Loans on such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies material risk of the Lenders personal or criminal liability for any breach officer, director, employee, manager, member of Section 8.2 management or any other terms consultant of this Agreement.such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considera

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount 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 on September 30, 2019, the Borrower shall prepay the outstanding Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal amount equal to (A) 50% (such percentage, as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow for the Fiscal Year then in effect and ended, minus (iiB) at the option of the Borrower, (w) the SBAC Borrowing Base as determined based aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a), prepayments of the Second Lien Facility (including any Second Lien Incremental Term Facility) and/or prepayments of other Indebtedness secured by Liens on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest Collateral on such excess amount. (b) If at any time a pari passu basis or senior basis to the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based Liens on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after Collateral securing the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, prior to the making of such Excess Cash Flow payment, excluding any such optional prepayments made during such Fiscal Year that reduced 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 commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Borrower or its Subsidiaries), (x) purchases of Term Loans by the Borrower and its Subsidiaries pursuant to Section 2.26: 9.05(g) of this Agreement (or any equivalent provisions in any Refinancing Indebtedness) and purchases of second lien term loans by the Borrower and its Subsidiaries pursuant to Section 9.05(g) of the Second Lien Term Loan Agreement (or any equivalent provision in any Second Lien Facility), in each case, limited to the aggregate amount actually paid in Cash and/or any actual reductions in the Term Loans pursuant to the application of any “yank-a-bank” provisions or reductions in second lien term loans pursuant to similar provisions of the Second Lien Term Loan Agreement (or any equivalent provision in any Second Lien Facility), but excluding (1) all other prepayments of Term Loans and (2) all repayments of any revolving credit facility or arrangements (except to the extent there is an equivalent permanent reduction in commitments thereunder)) made during such period, except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (y) the aggregate principal amount paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of the applicable Fiscal Year but prior to the making of the Excess Cash Flow payment required for such Fiscal Year that would otherwise be permitted to be deducted from the calculation of Excess Cash Flow pursuant to clause (b) of the definition thereof had such amount been paid, increased, decreased, included, deducted or otherwise realized or accounted for during the applicable Fiscal Year (in each case, excluding any such amount that reduced the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) and (z) in each case without duplication of any such reduction from the definition of “Excess Cash Flow” by such amounts, on a dollar-for-dollar basis, the aggregate amount for such Fiscal Year of clauses (b)(ii), (v), (vii), (viii), (ix), (x), (xi) and (xii) of the definition of “Excess Cash Flow” for such Fiscal Year (excluding all such prepayments funded with the proceeds of other long-term Indebtedness or the issuance of Capital Stock) (such amount, as may be further reduced by application of the provisos hereto, the “Applicable ECF Proceeds”); 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 such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 4.25:1.00, but greater than 3.75:1.00 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 such Fiscal Year as adjusted by the After Year-End Deductions (but without giving effect to the payment required hereby) shall be less than or equal to 3.75:1.00; provided further that (i) If either Borrower or any Subsidiary the First Lien Leverage Ratio shall at any time or from time be recalculated to time make or agree to make a Disposition or shall suffer an Event of Loss with respect give pro forma effect to any Property which results amount referred to in Net clause (B) above that is paid, increased, decreased, included, deducted or otherwise realized or accounted for after the end of the applicable Fiscal Year but prior to the making of the Excess Cash Flow payment required for such Fiscal Year (collectively, the “After Year-End Deductions”) as if such After Year-End Deductions were made during the Fiscal Year of the applicable Excess Cash Flow prepayment and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Leverage Ratio, (ii) to the extent such After Year-End Deduction and any other amount referred to in clause (B) above were to reduce the Applicable ECF Proceeds to below $0, such excess amounts may be credited against the ECF Percentage of Excess Cash Flow required to be prepaid for any subsequent Fiscal Year, when taken together with the amounts of any other prepayments required for such Fiscal Year and (iii) notwithstanding anything to the contrary herein, prepayments under this Section 2.10(b)(i) shall only be required if the Applicable ECF Proceeds (if any) for such period are in excess of $100,000 individually 5,000,000 and solely to the amount of such Applicable ECF Proceeds in excess thereof. (ii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of (x) $7,500,000 in a single transaction or series of related transactions and (y) $15,000,000 in the aggregate in any Fiscal Year, the Borrower shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds to prepay outstanding Term Loans; provided that if, on the date any such Net Proceeds or Net Insurance/Condemnation Proceeds are received, the First Lien Leverage Ratio (calculated on a cumulative basis in any fiscal year Pro Forma Basis as of the Borrowerslast day of the most recently ended Test Period (but excluding the receipt of such Net Proceeds or Net Insurance/Condemnation Proceeds, then as applicable)) shall be (A) less than or equal to 4.25:1.00 but greater than 3.75:1.00, the Borrowers percentage of Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, required to prepay the outstanding Term Loans shall promptly notify be reduced to 50% and (B) less than or equal to 3.75:1.00, no such prepayment shall be required; provided that if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest such proposed Disposition Net Proceeds or Event of Loss (including Net Insurance/Condemnation Proceeds in the amount business of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary any of its Subsidiaries (other than working capital, except for short term capital assets and except to the extent acquired in respect thereof) and (B) promptly upon receipt by such Borrower connection with an acquisition or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations another Investment in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsanother Person permitted under this Agreement), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash Proceeds or Net Insurance/Condemnation Proceeds to the extent such Net Cash Proceeds or Net Insurance/Condemnation Proceeds are actually invested so reinvested within 18 months following receipt thereof, or if the Borrower or any of its Subsidiaries has entered into a binding contract to so reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds during such 18-month period and such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 18-month period; provided, the Borrowers shall notify the Administrative Agent whether such Borrower however, that if any Net Proceeds or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Insurance/Condemnation Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations Term Loans with the Net Proceeds or Net Insurance/Condemnation Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if at the time that any such prepayment would be required hereunder, the Borrower is required to offer to repurchase or prepay any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with Net Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased or prepaid, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds or Net Insurance/Condemnation Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment 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 Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Proceeds or Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or Net Insurance/Condemnation 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 or Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid that would have otherwise been required pursuant to this Section 2.10(b)(ii) 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 in full. If any event within ten Business Days after the Administrative Agent or the Required Lenders so request, all proceeds date of such Disposition or Event rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that prepayment of Loss any Term Loans shall only be required under this Section 2.10(b)(ii) with respect to the amount of prepayment of such Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) to the extent such amount exceeds $5,000,000 for such period in which case only amounts in excess of such $5,000,000 shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized required to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertybe prepaid. (iiiii) If either In the event that the Borrower or any Subsidiary of its Subsidiaries shall incur receive Net Proceeds from the issuance or assume incurrence of Indebtedness of the Borrower or any Indebtedness of its Subsidiaries (other than Permitted Indebtednesswith respect to Indebtedness permitted under Section 6.01, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied except to the remaining installment payments extent constituting (x) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on or Revolving Loans pursuant to Section 6.01(o), (y) Incremental Loans incurred to refinance all or a ratable basis until portion of the Term Loans or Revolving Loans pursuant to Section 2.21(a)(y) or (z) Replacement Term Loans incurred to refinance Term Loans or Loans under Replacement Revolving Facilities to refinance any Loans under the applicable Replaced Revolving Facility in accordance with the requirements of Section 9.02(c)), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day immediately following) the receipt of such Net Proceeds by the Borrower or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay outstanding Term Loans or Revolving Loans, as applicable. (iv) Notwithstanding any provision under this Section 2.10(b) to the contrary, (A) any amounts that would otherwise be required to be paid in full. The Borrowers acknowledge that their performance hereunder by the Borrower pursuant to Section 2.10(b)(i), (ii) or (iii) above shall not limit be required to be so prepaid to the rights extent any such Excess Cash Flow is generated by a Foreign Subsidiary, such Prepayment Asset Sale is consummated by a Foreign Subsidiary, such Net Insurance/Condemnation Proceeds are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the U.S. of any such amounts would be prohibited under any Requirement of Law (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and remedies once such repatriation of any of such affected Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes (including Tax Distributions or withholding taxes) payable or reserved against it as a result thereof) to the repayment of the Lenders for Term Loans pursuant to this Section 2.10(b) to the extent provided herein; and (B) if the Borrower and the Subsidiaries determine in good faith that the repatriation to the U.S. by means of a distribution or dividend of any breach amounts required to mandatorily prepay the Term Loans pursuant to Section 2.10(b)(i), (ii) or (iii) above to the extent attributable to a Foreign Subsidiary would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower, the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.10(b)(i), (ii) or (iii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the U.S. by means of Section 8.2 a distribution or any other terms dividend such Restricted Amount without incurring such material and adverse tax liability; provided that, in the case of this Agreementclause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.10(b), (x) the Borrower shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such reinvestments or prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes (including Tax Distributions and withholding taxes) that would have been payable or reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the U.S. such Foreign Subsidiary by means of a distribution or dividend or (y) such Excess Cash Flow, Net Proceeds or Net Insurance/Condemnation Proceeds are applied to the repayment of Indebtedness of a Foreign Subsidiary; provided, further, that to the extent that the repatriation by means of a distribution or dividend of any Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (x) and (y), shall be promptly applied to the repayment of the Term Loans pursuant to this Section 2.10(b) as otherwise required above (without regard to this clause (iv)). (v) Each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.10(b), to decline all (but not a portion) of it

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Within seven (ii7) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: (i6.01(a) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) 50% of the Borrowers shall promptly notify amount equal to Excess Cash Flow, if any, for the Administrative Agent of fiscal year covered by such proposed Disposition or Event of Loss financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) all voluntary prepayments (including pursuant to debt buybacks made by the Borrower in an amount of equal to the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary discounted amount actually paid in respect thereof) of Term Loans (but excluding any voluntary prepayments financed the proceeds of an incurrence or issuance of other Indebtedness of the Borrower or its Subsidiaries) prior to the making of such Excess Cash Flow payment (including payments made after the end of the fiscal year covered by the relevant financial statements); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required if the amount of Excess Cash Flow for such fiscal year is greater than $2,500,000. (ii) (A) If following the Closing Date (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to a Loan Party), (e), (f), (g), (i), (j), (m) and (Bn), or (y) promptly upon any Casualty Event occurs, which in the aggregate results in the realization or receipt by such the Borrower or such Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrowers Borrower shall prepay the Obligations make a prepayment, in accordance with Section 2.03(b)(ii)(C), of an aggregate principal amount of Term Loans equal to one hundred percent 100% (100%such percentage, the “Asset Percentage”) of the amount of all such Net Cash Proceeds in excess of $100,000realized or received; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of no such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers prepayment shall not be required pursuant to make a mandatory prepayment under this Section in 2.03(b)(ii)(A) (I) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ date, given written notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of its intent to reinvest in accordance with Section 2.03(b)(ii)(B) or (II) until the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary aggregate amount of Net Cash Proceeds not reinvested in accordance with Section 2.03(b)(ii)(B) within the time periods set forth therein and not previously applied to such a prepayment exceeds $1,000,000 for any single Disposition or series of such incurrence related Dispositions or assumption, the Borrowers shall prepay the Obligations $2,500,000 in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid aggregate in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreementfiscal year.

Mandatory Prepayments. If the Term Loans are accelerated (a) If including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), Borrower shall immediately pay to Agent at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds relevant time, an amount equal to the lesser of sum of: (i) all outstanding principal of the Aggregate SBAC Revolving Commitment Amount then 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 time, and amount equal to the applicable Prepayment Amount, which shall be applied (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 effect 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 SBAC Borrowing Base as determined based 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 most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans andMaturity Date, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent fees payable under this Agreement by reason of such proposed Disposition or Event of Loss (including prepayments had not previously been paid in full in connection with the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) prepayment of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment outstanding under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid Agreement in full. If the Administrative Agent or the Required Lenders so request, all proceeds of Borrower shall pay any such Disposition or Event of Loss shall be deposited fees to each Lender in accordance with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (ai) If No later than the tenth (10th) 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, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, the sum of (1) the aggregate principal amount of any time other Indebtedness that is secured on a pari passu basis with the SBAC Secured Obligations that the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of 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 permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien 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 Exposure 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 all SBAC Lenders exceeds any reduction in the lesser 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 9.05(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 SBAC Revolving Commitment Amount then aggregate consideration required to be paid in effect and Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase orders (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans“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 2.26: 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) If either Borrower and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-month period; provided, that to the extent the aggregate amount of 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 estimated Net calculation of Excess Cash Proceeds 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 prior 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 received by such 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 such Subsidiary 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 respect thereofclauses (A) and (B) promptly upon above. (ii) No later than the tenth (10th) Business Day following the receipt by such of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Borrower or such Subsidiary shall apply an amount equal to the Required Asset Sale Percentage of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Insurance/Condemnation Proceeds received with respect thereto in excess of $100,000the threshold specified in clause (B) of this Section 2.11(b)(ii) (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds (other than Subject Proceeds with respect to any Disposition consummated pursuant to Section 6.07(h)(B)) in the case business of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest any of its subsidiaries (including any acquisition or reinvest, as applicable, within ninety (90) days of the applicable Disposition other Investment permitted hereunder but not in Cash or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 540 days following receipt thereof, or (y) the Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 540-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 540-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) the obligation to make a prepayment under this Section 2.11(b)(ii) shall only apply if and to the extent the aggregate amount of (I) Net Proceeds resulting from Prepayment Asset Sales and (II) Net Insurance/Condemnation Proceeds, in each case received by the Borrower and/or any Restricted Subsidiaries (x) for any such single transaction (or related transactions) exceeds $10,000,000 and (y) in any Fiscal Year exceeds $20,000,000 (with only the amount of Net Proceeds exceeding such amount for any single transaction (or related transactions) or in such Fiscal Year to be applied to make a prepayment under this Section 2.11(b)(ii)). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of the Loans in accordance with the requirements of Section 6.01(z)), the Borrower or the relevant Restricted Subsidiary shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Cash Proceeds in excess by the relevant Person, apply an amount equal to 100% of $100,000 not so invested or reinvested. The such Net Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (iv) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant affected Excess Cash Flow is attributable to any Foreign Subsidiary or the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited, delayed or restricted under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under applicable Requirements of Law to permit such repatriation or to remove such prohibition); it being understood and agreed that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 540 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, an amount equal to the relevant Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited, delayed or restricted under the Organizational Documents governing such joint venture; it being understood and agreed that if the relevant prohibition ceases to exist within the 540-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Borrower determines in good faith that the repatriation to the Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 540-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts), (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall be applied to any mandatory prepayment, repurchase or redemption required under the Second Lien Credit Agreement or the documentation governing any other Indebtedness in excess of the Threshold Amount; provided that (A) in the event that any lender under the Second Lien Credit Agreement (or such other Indebtedness) elects to decline receipt of such Declined Proceeds in accordance with the terms of the Second Lien Credit Agreement (or the documentation governing such other Indebtedness), the remaining installment payments amount thereof may be retained by the Borrower and (B) that for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments portion of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Lenders for any breach Term Loans in accordance with the requirements of Section 8.2 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or any other terms a portion of this Agreement.the Loans in accordance with the requirements of Section 6.01

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of Intermediate Dutch Holdings are required to be delivered pursuant to Section 5.01(b), commencing with the first full Fiscal Year ending after the Closing Date, the Borrowers shall prepay (or cause to be prepaid) the outstanding principal amount of Tranche B-3 Term Loans, Eleventh Amendment Dollar Refinancing Term Loans, Eleventh Amendment Euro Refinancing Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in effect accordance with clause (vi) of this Section 2.11(b) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (x) the Required Excess Cash Flow Percentage of Excess Cash Flow of Intermediate Dutch Holdings and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (y) at the option of the Borrower Representative (to the extent not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)): (A) (1) the aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any First Lien Debt (and in the case of any such First Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due and (ii2) the SBAC Borrowing Base aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any Junior Lien Debt (and in the case of any such Junior Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case of the foregoing clauses (1) and (2), excluding any such optional prepayment, repurchase, redemption or other retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in any prior Fiscal Year of the Intermediate Dutch Holdings; (B) the amount of any reduction in the outstanding principal amount of any Term Loan, any other First Lien Debt and/or any Junior Lien Debt resulting from any assignment to (and/or purchase by) Intermediate Dutch Holdings or any Restricted Subsidiary of any such Indebtedness (and in the case of any such Indebtedness constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitment) prior to the date that the applicable prepayment is due, in each case, to the extent of the amount paid in Cash by Intermediate Dutch Holdings or the applicable Restricted Subsidiary in connection with the relevant assignment and/or purchase, excluding any such assignment and/or purchase made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in any prior Fiscal Year; (C) the amount of any Capital Expenditure, Investment, Restricted Payment and/or Restricted Debt Payment (1) made during such Fiscal Year or after such Fiscal Year but prior to the date that the applicable prepayment is due or (2) contractually committed during such Fiscal Year (or after such Fiscal Year but prior to the date that the applicable prepayment is due) to be made during the immediately succeeding Fiscal Year, in each case, excluding any such amount that (x) is actually applied during such Fiscal Year and (y) reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in any prior Fiscal Year; provided, that the deduction described in clause (1) above shall not apply to the extent the relevant amount was financed with the proceeds of long-term funded Indebtedness (other than revolving Indebtedness); provided, that: (I) no prepayment under this Section 2.11(b)(i) shall be required unless the amount thereof exceeds the greater of $25,000,000 and 5% of Consolidated Adjusted EBITDA (the “De Minimis ECF Threshold”) as determined based on of the last day of the most recently delivered SBAC Borrowing Base Certificateended Test Period; it being understood that (x) only the amount in excess of the De Minimis ECF Threshold shall be required to be applied to make a prepayment in accordance with this Section 2.11(b)(i) and (y) if the amount of any required prepayment pursuant to this Section 2.11(b)(i) (without giving effect to the De Minimis ECF Threshold) for any Excess Cash Flow Period is less than the De Minimis ECF Threshold for such Excess Cash Flow Period, SBAC an amount equal to (1) the De Minimis ECF Threshold for such Excess Cash Flow Period minus (2) the amount of the required prepayment (without giving effect to the De Minimis ECF Threshold) pursuant to this Section 2.11(b)(i) for such Excess Cash Flow Period shall immediately be applied to increase the De Minimis ECF Threshold in succeeding Excess Cash Flow Periods; (II) if at the time that any such prepayment would be required, Intermediate Dutch Holdings (or any Restricted Subsidiary of Intermediate Dutch Holdings) is also required to prepay any First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower Representative may apply (or cause to be applied) such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that (X) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount that is required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly and (Y) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness prepaid, the declined amount shall promptly (and in any event within three 10 Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and any relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in the first proviso of this clause (II)) in accordance with the terms hereof; it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by this clause (Y), the Borrower Representative shall not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness; and (III) to the extent the ECF Prepayment Amount for any Excess Cash Flow Period, if necessaryafter giving effect to all deductions and credits (including any deduction of the types described in clauses (A) through (C) above) applicable thereto, SBAC Swing Loansis a negative amount, together such negative amount may be carried forward to reduce the required ECF Prepayment Amount with all accrued and unpaid interest on such excess amountrespect to any future Excess Cash Flow Period selected by the Borrower Representative in its sole discretion. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant in excess of the greater of $25,000,000 and 5% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period (the “De Minimis Proceeds Threshold”) in any Fiscal Year, the Borrowers shall apply (or cause to Section 2.26:be applied) an amount equal to the Required Net Proceeds Percentage of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of the De Minimis Proceeds Threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of, and accrued interest on, the Subject Loans in accordance with clause (vi) below; provided, that (iA) If either Borrower or any Subsidiary it is understood that (1) only the amount in excess of the De Minimis Proceeds Threshold shall at any time or from time be required to time make or agree be applied to make a Disposition or shall suffer prepayment in accordance with this Section 2.11(b)(ii) and (2) if the amount of any prepayment that would have been required pursuant to this Section 2.11(b)(ii) (without giving effect to the De Minimis Proceeds Threshold) for any Fiscal Year is less than the De Minimis Proceeds Threshold for such Fiscal Year, an Event of Loss with respect amount equal to any Property which results in Net Cash (x) the De Minimis Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year Threshold for such Fiscal Year minus (y) the amount of the Borrowersprepayment that would have been required but for the De Minimis Proceeds Threshold pursuant to this Section 2.11(b)(ii) for such Fiscal Year shall be applied to increase the De Minimis Proceeds Threshold in succeeding Fiscal Years; (B) if prior to the date on which any such prepayment is required to be made, then (A) the Borrowers shall promptly notify Borrower Representative notifies the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of Borrowers’ intention to reinvest the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash applicable Subject Proceeds in excess the business of $100,000; provided that Intermediate Dutch Holdings and/or any subsidiary (other than an investment in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower Cash or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents), then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the applicable Subject Proceeds to the extent such Net Cash (1) the applicable Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof, or (2) Intermediate Dutch Holdings or any subsidiary has committed to so reinvest the applicable Subject Proceeds during such 18-month period and the applicable Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly 6 month after the end expiration of such 18-month period; it being understood that (x) if the applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash applicable Subject Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied reinvested as set forth above (without regard to the remaining installment payments immediately preceding proviso) and (y) any investment by Intermediate Dutch Holdings or its applicable subsidiaries (up to an amount equal to the applicable Subject Proceeds) after the earlier to occur of (i) the Term Loans date on a ratable basis until paid in full. If which the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement definitive agreement for the costs of replacing, rebuilding or restoring such Property. applicable Disposition was executed and (ii) If either the date on which the Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify Representative delivers notice to the Administrative Agent of a pending Disposition (but prior to the estimated date on which Intermediate Dutch Holdings and/or any subsidiary receives the Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by of any Prepayment Asset Sale or Net Insurance Condemnation Proceeds) may, at the election of the Borrower Representative, be deemed to constitute a reinvestment of the applicable Subject Proceeds in compliance with, and in satisfaction of the obligations under, this clause (B); and (C) if, at the time that any such Borrower prepayment would be required hereunder, Intermediate Dutch Holdings or any of its Restricted Subsidiaries is required to repay or repurchase any Other Applicable Indebtedness (or offer to repurchase such Subsidiary Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of Net Cash the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds of such incurrence or assumption, allocated to the Borrowers Other Applicable Indebtedness shall prepay the Obligations in not exceed the amount of such Net Cash Proceeds. The the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of each such the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.reduced accordingly and

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) Subject to Section 2.11(b)(vii), no later than the Aggregate SBAC Revolving Commitment Amount fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Top Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in effect accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Loans prepaid pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the First Lien Facility (including any Additional Loans (as defined in the First Lien Credit Agreement or any other document governing any First Lien Facility)) prepaid pursuant to Section 2.11(a) of the First Lien Credit Agreement (or equivalent provision under any other document governing any First Lien Facility) prior to such date and (iiz) (1) the SBAC Borrowing Base amount of any reduction in the outstanding amount of any Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) and/or (2) the amount of any reduction in the outstanding amount of any loans under any First Lien Facility resulting from any assignment made in accordance with Section 9.05(g) of the First Lien Credit Agreement (or equivalent provision under any other document governing any First Lien Facility) (including in connection with any Dutch Auction (as determined based on defined in the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business DaysFirst Lien Credit Agreement)) repay SBAC Revolving Loans prior to such date and, if necessaryin each case under this clause (z), SBAC Swing Loans, together based upon the actual amount of cash paid in connection with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loansrelevant 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 2.26:2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of “Revolving Loans” (as defined in the First Lien Credit Agreement (or any equivalent term under any First Lien Facility)), to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Top Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $5,000,000. (iii) If either Borrower Subject to Section 2.11(b)(vii), no later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results Net Insurance/Condemnation Proceeds, in Net Cash Proceeds each case, in excess of $100,000 individually or on a cumulative basis 20,000,000 in any fiscal year Fiscal Year, the Top Borrower shall apply an amount equal to 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Top Borrower notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event of Loss useful in the business (including the amount of the estimated Net other than Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Top Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days any of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers Top Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 365 days following receipt thereof, or (y) the Top Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 365-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 365-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Top Borrower shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash Subject Proceeds in excess of $100,000 not so invested reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Top Borrower or reinvested. The any of its Restricted Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of each the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans in accordance with the terms hereof. (iii) Subject to Section 2.11(b)(vii) and Section 2.12(c), in the event that the Top Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Top Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of the Loans pursuant to Section 2.22, (C) Replacement Term Loans on incurred to refinance all or any portion of the Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to finance all or a ratable basis until portion of the Loans in accordance with the requirements of Section 6.01(z)), the Top Borrower shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Top Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Top Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Top Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Top Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in full. If either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Top Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Top Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Top Borrower determines in good faith that the repatriation to the Top Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to Foreign Subsidiaries would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Top Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Loans pursuant to Section 2.11(b) as otherwise required above; (A) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with time and in the Administrative Agent and held manner specified by it in an account at the Administrative Agent. So long as no Default or Event , prior to any prepayment of Default existsLoans required to be made by the Top Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the Administrative Agent is authorized to disburse amounts representing “Declined Proceeds”), in which case such proceeds from such account to or at Declined Proceeds may be retained by the Borrowers’ direction for application to or reimbursement Top Borrower and (B) for the costs avoidance of replacingdoubt, rebuilding no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness incurred to refinance all or restoring such Property. a portion of the Loans pursuant to Section 6.01(p), (iix) If either Borrower Incremental Loans incurred to refinance all or a portion of the Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent portion of the estimated Net Cash Proceeds Loans in accordance with the requirements of such incurrence Section 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments a portion of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit accordance with the rights and remedies of the Lenders for any breach requirements of Section 8.2 or any other terms of this Agreement6.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC tenth Business Day after the date on which the financial statements with respect to each Fiscal Year of Parent are delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2021, the Borrower shall prepay Subject Loans in accordance with clause (vi) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of Parent and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”), minus (B) at the option of Parent, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period), the following (collectively, the “ECF Deductions”): (1) the aggregate principal amount of any Initial Term Loans, Additional Term Loans or Revolving Commitment Amount then Loans prepaid pursuant to Section 2.11(a) (or contractually committed to be prepaid, with an increase in effect the applicable future period to the extent so deducted but not actually prepaid); (2) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 (to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities) voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (3) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 (to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities) resulting from any purchase or assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness, but only to the extent of the actual price paid in connection with such purchase or assignment; (4) all Cash payments in respect of Capital Expenditures and all Cash payments made to acquire IP Rights; (5) Cash payments by Parent and its Restricted Subsidiaries made (or committed or budgeted) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of Parent and its Restricted Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA for such period; (6) Cash payments in respect of any Investment (including acquisitions) permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in Parent or any Restricted Subsidiary) and/or any Restricted Payment permitted by Section 6.04(a); (7) the aggregate consideration (i) required to be paid in Cash by Parent or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 6.06 and/or Restricted Payments described in clause (6) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in clause (6) above (clauses (i) and (ii) of this clause (7), the SBAC Borrowing “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) Parent or any Restricted Subsidiary) to be consummated or made during the period of four consecutive Fiscal Quarters of Parent following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) Cash expenditures in respect of any Hedge Agreement to the extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA; and (9) the aggregate amount of expenditures actually made by Parent and/or any Restricted Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), to the extent that such expenditures were not expensed; in the case of each of clauses (1)-(9), (I) excluding any such payments, prepayments and expenditures 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, (II) in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment and (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of Parent or its Restricted Subsidiaries; provided that (x) no prepayment under this Section 2.11(b)(i) shall be required unless the principal amount of Subject Loans required to be prepaid exceeds $10,000,000 (and, in such case, only such amount in excess of $10,000,000 shall be required to be prepaid) and (y) to the extent the aggregate ECF Deductions for any Excess Cash Flow Period exceeds the Base ECF Prepayment Amount for such period, Parent may carry forward such excess as additional ECF Deductions to any subsequent Excess Cash Flow Period; provided, further, that if at the time that any such prepayment would be required, Parent (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then Parent may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Subject Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Subject Loans and to the prepayment of the relevant Other Applicable Indebtedness, SBAC and the amount of prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall immediately be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Subject Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Subject Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (bii) If No later than (x) the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, or (y) in the event that at the time of such Prepayment Asset Sale or event giving rise to Net Insurance/Condemnation Proceeds any time Other Subject Indebtedness is outstanding, the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser earlier of (iA) the Aggregate SBF Revolving Commitment Amount then 90th day following the receipt of Net Proceeds in effect respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, as applicable, and (iiB) the SBF Borrowing Base as determined based date on which Parent or any of its Subsidiaries uses any of such Net Proceeds to prepay or repurchase Other Subject Indebtedness pursuant to an asset sale offer made in accordance with the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after provisions of the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans indenture or other agreement governing the Outstanding SBF Revolving Loans have been converted to SBF Term Loansterms thereof, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 50,000,000 in any fiscal year Fiscal Year, the Borrower shall apply an amount equal to 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (collectively, then the “Subject Proceeds”; and any such Net Proceeds or Net Insurance/Condemnation Proceeds that do not constitute Subject Proceeds, the “Excluded Proceeds”) to prepay the outstanding principal amount of Subject Loans in accordance with clause (vi) below; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, Parent notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event useful in the business of Loss the Borrower or any of its Restricted Subsidiaries (including the amount of the estimated Net Permitted Acquisitions and other Investments not prohibited by this Agreement (other than a direct Investment in Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents)), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof or (y) Parent or any of its subsidiaries has contractually committed to so reinvest the Subject Proceeds during such 18-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 18-month period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Parent shall promptly prepay the Obligations outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) (provided that Parent may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable Net Proceeds or Net Insurance/Condemnation Proceeds (as applicable) as having been reinvested in accordance with the provisions of this Section 2.11(b)(ii), but only to the extent such deemed expenditure shall have been made no earlier than (x) in the case of Net Proceeds, the earlier of the execution of a definitive agreement with respect to such Prepayment Asset Sale or the consummation of the applicable Disposition and (y) in the case of Net Insurance/Condemnation Proceeds, the occurrence of the event in respect of which such Net Insurance/Condemnation Proceeds were received) and (B) if, at the time that any such prepayment would be required hereunder, Parent or any of its Restricted Subsidiaries is required to prepay, repay or repurchase (or offer to prepay, repay or repurchase) any Other Applicable Indebtedness, then the relevant Person shall reduce the amount of the Subject Proceeds to be applied pursuant to this Section 2.11(b)(ii) in respect of the Subject Loans by an amount equal to the product of (1) the amount of such Net Cash Proceeds in excess and (2) a fraction, the numerator of $100,000 not so invested or reinvested. The which is the outstanding principal amount of each such Other Applicable Indebtedness and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness and the outstanding principal amount of the Subject Loans; it being understood that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyreduced accordingly. (iiiii) If either Borrower In the event that Parent or any Subsidiary shall incur of its Restricted Subsidiaries receives Net Proceeds from the issuance or assume incurrence of Indebtedness by Parent or any Indebtedness of its Restricted Subsidiaries (other than Permitted Indebtednesswith respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans in accordance with the requirements of Section 9.02(b)), the Borrowers shall promptly notify Borrower shall, substantially simultaneously with (and in any event not later than two Business Days thereafter) the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The Proceeds by Parent or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of each the relevant Initial Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) Parent shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i), (ii) or (iii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred by any Foreign Subsidiary to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(b)), as the case may be, for so long as Parent determines in good faith that the repatriation to Parent of any such amount would be prohibited or delayed (beyond the time period during which such prepayment shall is otherwise required to be applied made pursuant to Section 2.11(b)(i), (ii) or (iii) above) under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) solely within 365 days following the end of the applicable Excess Cash Flow Period, the event giving rise to the remaining installment payments relevant Subject Proceeds or the receipt of proceeds from the respective incurrence of Indebtedness, Parent shall use commercially reasonable efforts required by applicable Requirements of Law to permit such repatriation and (ii) if the repatriation of the Term Loans on relevant affected Excess Cash Flow, Subject Proceeds or Indebtedness proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a ratable basis until paid material risk of personal or criminal liability for the Persons described above, in full. The Borrowers acknowledge that their performance hereunder shall not limit either case, within 365 days following the rights and remedies end of the Lenders for any breach of Section 8.2 applicable Excess Cash Flow Period, the event giving rise to the relevant Subject Proceeds or any other terms of this Agreement.the rec

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) In the Aggregate SBAC event of the termination of all the Revolving Commitment Amount then Commitments under any Subfacility, the Borrowers shall, on the date of such termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to each applicable Issuing Bank the LC Exposure in effect accordance with Section 2.13(j), in each case, in respect of such Subfacility. In the event of a Dutch Parent Borrower Disposition (i) all Loans (including Swingline Loans) outstanding under the Dutch Subfacility immediately prior to the date of such Dutch Parent Borrower Disposition shall be prepaid and (ii) the SBAC Borrowing Base as determined based Dutch LC Exposure under the Dutch Subfacility shall be Cash Collateralized or backstopped on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and terms reasonably satisfactory to each applicable Dutch Issuing Bank in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together accordance with all accrued and unpaid interest on such excess amountSection 2.13(j). (bii) If In the event of any partial reduction of the Revolving Commitments under any Subfacility, then (A) at any time or prior to the SBF effective date of such reduction, the Administrative Agent shall notify the Company and the Revolving Credit Exposure Lenders of all SBF Lenders exceeds the lesser of Revolving Exposures under the applicable Subfacility or Subfacilities after giving effect thereto and (iB) except as permitted by Section 2.17 or Section 2.18, if the Aggregate SBF Revolving Commitment Amount Exposures under such Subfacility or Subfacilities exceed the applicable Line Cap then in effect, after giving effect and (ii) to such reduction, then the SBF Borrowing Base as determined based Borrowers shall, on the most recently delivered SBF Borrowing Base Certificatedate of such reduction, SBF shall immediately (and in any event within three Business Days) first, repay SBF Revolving Loans and, if necessary, SBF Swing or prepay Swingline Loans, together second, repay or prepay Revolving Borrowings and third, replace or Cash Collateralize outstanding Letters of Credit in accordance with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loansprocedures set forth in Section 2.13(j), in each case, under the applicable Subfacility or Subfacilities, in an amount sufficient to eliminate such excess. (iii) Except as permitted by Section 2.17 or Section 2.18, on each date required pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss1.06(a), the Borrowers shall prepay the Obligations in apply an aggregate amount equal to one hundred percent such excess to prepay the Loans and any interest accrued thereon, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings, and third, replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in each case, under the applicable Subfacility or Subfacilities, in an amount required pursuant to Section 1.06(a) to eliminate such excess. (100%iv) of [Reserved]. (v) In the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or aggregate LC Exposure under any Subfacility exceeds the LC Commitment then in effect under such Subfacility, the applicable Subsidiary intends Borrowers shall, without notice or demand, immediately replace or Cash Collateralize Letters of Credit outstanding under such Subfacility in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to invest or reinvest, as applicable, within ninety eliminate such excess. (90vi) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly At all times after the end occurrence and during the continuance of such applicable perioda Cash Dominion Period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of on each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default existsBusiness Day, the Administrative Agent is authorized shall apply all same day funds credited to disburse amounts representing such proceeds from such account the Dominion Accounts as follows: first, to or at fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to the Credit Documents; second, to interest then due and payable on the Borrowers’ direction for application Swingline Loans; third, to or reimbursement for the costs principal balance of replacingthe Swingline Loan outstanding until the same has been prepaid in full; fourth, rebuilding or restoring such Property. to interest then due and payable on the Revolving Loans and other amounts due and payable pursuant to Sections 3.02 and 4.01; fifth, to the principal balance of the Revolving Loans until the same have been prepaid in full; sixth, to Cash Collateralize all LC Exposure plus any accrued and unpaid interest thereon (iito be held and applied in accordance with Section 2.13(j) If either hereof); seventh, returned to the Relevant Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent to such party as otherwise required by applicable Requirements of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementLaw.

Mandatory Prepayments. (a) If at any time Indebtedness shall be incurred by any Group Member (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 6.1), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based Net Cash Proceeds thereof shall be applied on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (and in any event within three Business Daysf) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amountof this Section 2.6. (b) If at Subject to clause (d) of this Section 2.6, for any time Excess Cash Flow Period, an amount equal to the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser excess of (i) the Aggregate SBF Revolving Commitment Amount then in effect and ECF Percentage of such Excess Cash Flow over (ii) to the SBF Borrowing Base as extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by the Borrower (determined based by the actual cash purchase price paid by the Borrower for such Purchase and not the par value of the Loans purchased by the Borrower) pursuant to a Dutch Auction permitted hereunder and (2) voluntary prepayments of Loans made by the Borrower during the Specified Period for such Excess Cash Flow Period, shall, on the most recently relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amountto the Lenders. (c) At Subject to clause (d) of this Section 2.6, if, on any time after date, the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Restricted Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $100,000 individually or on a cumulative basis 5,000,000 in any fiscal year of the Borrowersyear, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossthen, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as unless no Default or Event of Default has occurred and is continuing and the Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), then existssuch Net Cash Proceeds shall be applied within 10 Business Days of such date to prepay (A) outstanding Loans in accordance with this Section 2.6 and (B) at the Borrower’s option, outstanding Indebtedness that is secured by the Borrowers Collateral on a pari passu basis incurred (x) as Permitted First Priority Refinancing Debt or (y) pursuant to Section 6.1(b)(vi) (collectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in clause (f) of this Section 2.6. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not be required in excess of) the extent to make which a mandatory prepayment under this Section in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their Pro Rata Share (determined on the basis of the aggregate outstanding principal amount of Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds are actually invested would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that any of or reinvested as described in all the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and of any Asset Sale or Recovery Event by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries (or foreign branches of Domestic Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the extent United States (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) or such Net Cash Proceeds have not been so invested or reinvestedrepatriation would reasonably be expected to result in material adverse Tax consequences (as reasonably determined by the Borrower in consultation with the Administrative Agent), the Borrowers shall promptly prepay the Obligations in the amount portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in excess this Section 2.6 but may be retained by the applicable Foreign Subsidiary or branch so long, but only so long, as such applicable local law will not permit repatriation to the United States or such material adverse Tax consequences would continue to result from such repatriation (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences), and once such repatriation of $100,000 any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not so invested later than 10 Business Days after such repatriation) applied (net of additional Taxes payable or reinvestedreserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.6. (e) The Borrower shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than 10 Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). The Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Any Declined Proceeds may be retained by the Borrower. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. (f) Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied to the remaining installment payments prepayment of the Term Loans in accordance with Section 2.12(b). The application of any prepayment of Loans pursuant to this Section 2.6 shall be made on a ratable pro rata basis until paid in fullregardless of Type. If Each prepayment of the Administrative Agent or Loans under this Section 2.6 shall be accompanied by accrued interest to the Required Lenders so request, all proceeds date of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in prepayment on the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreementprepaid.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of Intermediate Dutch Holdings are required to be delivered pursuant to Section 5.01(b), commencing with the first full Fiscal Year ending after the Closing Date, the Borrowers shall prepay (or cause to be prepaid) the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in effect accordance with clause (vi) of this Section 2.11(b) in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (x) the Required Excess Cash Flow Percentage of Excess Cash Flow of Intermediate Dutch Holdings and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (y) at the option of the Borrower Representative (to the extent not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)): (A) (1) the aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any First Lien Debt (and in the case of any such First Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due and (ii2) the SBAC Borrowing Base aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any Junior Lien Debt (and in the case of any such Junior Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case of the foregoing clauses (1) and (2), excluding any such optional prepayment, repurchase, redemption or other retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in any prior Fiscal Year of the Intermediate Dutch Holdings; (B) the amount of any reduction in the outstanding principal amount of any Term Loan, any other First Lien Debt and/or any Junior Lien Debt resulting from any assignment to (and/or purchase by) Intermediate Dutch Holdings or any Restricted Subsidiary of any such Indebtedness (and in the case of any such Indebtedness constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitment) prior to the date that the applicable prepayment is due, in each case, to the extent of the amount paid in Cash by Intermediate Dutch Holdings or the applicable Restricted Subsidiary in connection with the relevant assignment and/or purchase, excluding any such assignment and/or purchase made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in any prior Fiscal Year; (C) the amount of any Capital Expenditure, Investment, Restricted Payment and/or Restricted Debt Payment (1) made during such Fiscal Year or after such Fiscal Year but prior to the date that the applicable prepayment is due or (2) contractually committed during such Fiscal Year (or after such Fiscal Year but prior to the date that the applicable prepayment is due) to be made during the immediately succeeding Fiscal Year, in each case, excluding any such amount that (x) is actually applied during such Fiscal Year and (y) reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in any prior Fiscal Year; provided, that the deduction described in clause (1) above shall not apply to the extent the relevant amount was financed with the proceeds of long-term funded Indebtedness (other than revolving Indebtedness); provided, that: (I) no prepayment under this Section 2.11(b)(i) shall be required unless the amount thereof exceeds the greater of $25,000,000 and 5% of Consolidated Adjusted EBITDA (the “De Minimis ECF Threshold”) as determined based on of the last day of the most recently delivered SBAC Borrowing Base Certificateended Test Period; it being understood that (x) only the amount in excess of the De Minimis ECF Threshold shall be required to be applied to make a prepayment in accordance with this Section 2.11(b)(i) and (y) if the amount of any required prepayment pursuant to this Section 2.11(b)(i) (without giving effect to the De Minimis ECF Threshold) for any Excess Cash Flow Period is less than the De Minimis ECF Threshold for such Excess Cash Flow Period, SBAC an amount equal to (1) the De Minimis ECF Threshold for such Excess Cash Flow Period minus (2) the amount of the required prepayment (without giving effect to the De Minimis ECF Threshold) pursuant to this Section 2.11(b)(i) for such Excess Cash Flow Period shall immediately be applied to increase the De Minimis ECF Threshold in succeeding Excess Cash Flow Periods; (II) if at the time that any such prepayment would be required, Intermediate Dutch Holdings (or any Restricted Subsidiary of Intermediate Dutch Holdings) is also required to prepay any First Lien Debt of the type described in clause (b) of the definition thereof (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower Representative may apply (or cause to be applied) such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that (X) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount that is required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly and (Y) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness prepaid, the declined amount shall promptly (and in any event within three 10 Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and any relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in the first proviso of this clause (II)) in accordance with the terms hereof; it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by this clause (Y), the Borrower Representative shall not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness; and (III) to the extent the ECF Prepayment Amount for any Excess Cash Flow Period, if necessaryafter giving effect to all deductions and credits (including any deduction of the types described in clauses (A) through (C) above) applicable thereto, SBAC Swing Loansis a negative amount, together such negative amount may be carried forward to reduce the required ECF Prepayment Amount with all accrued and unpaid interest on such excess amountrespect to any future Excess Cash Flow Period selected by the Borrower Representative in its sole discretion. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant in excess of the greater of $25,000,000 and 5% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period (the “De Minimis Proceeds Threshold”) in any Fiscal Year, the Borrowers shall apply (or cause to Section 2.26:be applied) an amount equal to the Required Net Proceeds Percentage of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of the De Minimis Proceeds Threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of, and accrued interest on, the Subject Loans in accordance with clause (vi) below; provided, that (iA) If either Borrower or any Subsidiary it is understood that (1) only the amount in excess of the De Minimis Proceeds Threshold shall at any time or from time be required to time make or agree be applied to make a Disposition or shall suffer prepayment in accordance with this Section 2.11(b)(ii) and (2) if the amount of any prepayment that would have been required pursuant to this Section 2.11(b)(ii) (without giving effect to the De Minimis Proceeds Threshold) for any Fiscal Year is less than the De Minimis Proceeds Threshold for such Fiscal Year, an Event of Loss with respect amount equal to any Property which results in Net Cash (x) the De Minimis Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year Threshold for such Fiscal Year minus (y) the amount of the Borrowersprepayment that would have been required but for the De Minimis Proceeds Threshold pursuant to this Section 2.11(b)(ii) for such Fiscal Year shall be applied to increase the De Minimis Proceeds Threshold in succeeding Fiscal Years; (B) if prior to the date on which any such prepayment is required to be made, then (A) the Borrowers shall promptly notify Borrower Representative notifies the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of Borrowers’ intention to reinvest the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash applicable Subject Proceeds in excess the business of $100,000; provided that Intermediate Dutch Holdings and/or any subsidiary (other than an investment in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower Cash or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents), then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the applicable Subject Proceeds to the extent such Net Cash (1) the applicable Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof, or (2) Intermediate Dutch Holdings or any subsidiary has committed to so reinvest the applicable Subject Proceeds during such 18-month period and the applicable Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly 6 month after the end expiration of such 18-month period; it being understood that (x) if the applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash applicable Subject Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied reinvested as set forth above (without regard to the remaining installment payments immediately preceding proviso) and (y) any investment by Intermediate Dutch Holdings or its applicable subsidiaries (up to an amount equal to the applicable Subject Proceeds) after the earlier to occur of (i) the Term Loans date on a ratable basis until paid in full. If which the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement definitive agreement for the costs of replacing, rebuilding or restoring such Property. applicable Disposition was executed and (ii) If either the date on which the Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify Representative delivers notice to the Administrative Agent of a pending Disposition (but prior to the estimated date on which Intermediate Dutch Holdings and/or any subsidiary receives the Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by of any Prepayment Asset Sale or Net Insurance Condemnation Proceeds) may, at the election of the Borrower Representative, be deemed to constitute a reinvestment of the applicable Subject Proceeds in compliance with, and in satisfaction of the obligations under, this clause (B); and (C) if, at the time that any such Borrower prepayment would be required hereunder, Intermediate Dutch Holdings or any of its Restricted Subsidiaries is required to repay or repurchase any Other Applicable Indebtedness (or offer to repurchase such Subsidiary Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of Net Cash the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds of such incurrence or assumption, allocated to the Borrowers Other Applicable Indebtedness shall prepay the Obligations in not exceed the amount of such Net Cash Proceeds. The the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of each the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans in accordance with the terms hereof and any relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in this clause (C); it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by clause (2) above, the Borrower Representative shall not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness. (iii) In the event that Intermediate Dutch Holdings or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by Intermediate Dutch Holdings or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred in reliance on clause (b) of the definition of “Incremental Cap” to refinance all or a ratable basis until paid portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in full. The Borrowers acknowledge that their performance hereunder accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred in reliance on clause (b) of the definition of “Incremental Cap”, to refinance all or a portion of the Loans in accordance with the requirements of the definition thereof, in each case to the extent required by the terms thereof to prepay or offer to prepay such Indebtedness), the Borrower Representative shall, promptly upon (and in any event not later than two Business Days thereafter) the receipt of such Net Proceeds by Intermediate Dutch Holdings or its applicable Restricted Subsidiary, apply (or cause to be applied) an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower Representative shall not limit be required to prepay (or cause to be prepaid) any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the rights and remedies extent that the relevant Excess Cash Flow is generated by any Non-US Subsidiary or any US Subsidiary of any Non-US Subsidiary (any such Person, a “Specified Subsidiary”), the relevant Prepayment Asset Sale is consummated by any Specified Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Specified Subsidiary, as the case may be, for so long as the repatriation and/or other transfer to the Borrower Representative of any such amount would be, in the good faith determination of the Lenders Borrower Representative, prohibited, restricted or delayed under any Requirement of Law (including for the avoidance of doubt, any Requirement of Law relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on “upstreaming” and/or “cross-streaming” of Cash intra-group and Requirements of Law relating to the fiduciary and/or statutory duties of the directors (or equivalent Persons) of Intermediate Dutch Holdings and/or any of its Restricted Subsidiaries) or would conflict with the fiduciary and/or statutory duties of such Specified Subsidiary’s directors (or equivalent Persons), or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any breach officer, director, employee, manager, member of Section 8.2 management or any consultant of such Specified Subsidiary (it being agreed that, if the repatriation and/or other terms transfer of this Agreement.the releva

Mandatory Prepayments. (a) If Asset Sales, Hedge Receipts and Casualty Events. (i) Other than with respect to Net Asset Sale Proceeds attributable to an Asset Sale permitted by Section 9.11(a) or Section 9.11(c), to the extent that the aggregate Cash consideration in respect of any Asset Sale(s), Hedge Termination(s) and/or Casualty Event(s) is equal to or in excess of $1,000,000 in any transaction or series of related transactions or $1,500,000 in the aggregate during the term of this Agreement, the Issuer will (at its option) apply such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds (or, in the case of clause (C) elect to apply such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds) to one or more of the following options within 10 days from the later of the date of such Asset Sale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds: (A) to prepay Loans (as defined in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement); provided that in connection with any such prepayment of Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, the Issuer will cause the related maximum aggregate credit amount, Borrowing Base, and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, to be permanently reduced by an amount equal to the principal amount so retired (for the avoidance of doubt and notwithstanding anything herein to the contrary, these provisions will not prohibit the Issuer and the Note Parties from increasing the maximum aggregate credit amounts, Borrowing Base and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement at a later date); provided, further, that nothing will restrict the Issuer from temporarily prepaying Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement pending application of such amounts pursuant to this Section 3.04(a)(i); (B) to offer to prepay the Notes outstanding under this Agreement in accordance with Section 3.04(a)(ii); (C) so long as no Event of Default has occurred or is continuing at any time from the SBAC Revolving date of election to the date of reinvestment, to elect to invest in Oil and Gas Properties (including drilling and completion costs of existing Oil and Gas Properties) and make such investments, in each case, to the extent permitted under Section 9.05(k), within 180 days from the later of the date of such Asset Sale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds; provided that (1) Net Asset Sale Proceeds, Hedge Receipts and Net Insurance/Condemnation Proceeds attributable to Collateral may only be invested in assets that are or will become Collateral and any such assets with a fair market value in excess of $2,000,000 must become Collateral concurrently with the acquisition thereof, (2) until such time as the Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds are so reinvested, such amounts shall be maintained in a deposit account subject to an Account Control Agreement or used to temporarily prepay Loans under the First Lien Credit Exposure Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, and (3) promptly following any determination by the Issuer of an election to invest Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds pursuant to this Section 3.04(a)(i)(C), the Issuer shall, (x) prior to the initial reinvestment using such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and (y) at the time of such reinvestment, deliver to the Agent (for delivery to the Holders) a certificate of a Responsible Officer of the Issuer specifying that the Issuer intends to reinvest such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and, in each case, certifying that such reinvestment is otherwise permitted under Section 9.05(k); and/or (D) to elect to redeem (concurrently with the delivery of the applicable notice by RRI with respect to its Series B Redeemable Preferred Stock) all SBAC Lenders exceeds or a portion of the lesser Issuer Series B Preferred Units and substantially contemporaneously therewith an equivalent amount of Series B Redeemable Preferred Stock of RRI in accordance with the RRI Certificate of Designations no later than twenty-five (i25) days after such election if, and only if, at such time the Aggregate SBAC Revolving Commitment Amount then Series B Redeemable Preferred Stock of RRI is owned in effect and whole or in part by EIG. (ii) Any Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds from Asset Sale(s), Hedge Termination(s) and/or Casualty Event that are not applied or invested as required by Section 3.04(a)(i) will be deemed to constitute “Excess Proceeds”. On or before, (x) the SBAC Borrowing Base as determined based on 10th day referenced in Section 3.04(a)(i), in the most recently delivered SBAC Borrowing Base Certificatecase of Section 3.04(a)(i)(A), SBAC shall immediately 3.04(a)(i)(B) and 3.04(a)(i)(D), and (and y) the 180th day in any event within three Business Days) repay SBAC Revolving Loans andthe case of Section 3.04(a)(i)(C), if necessarythe Issuer has not earlier made an offer to prepay under Section 3.04(a)(i)(B), SBAC Swing Loansthe Issuer shall make an offer (a “Specified Offer”) in accordance with Sections 3.04(d) and 3.04(e) to all the Holders to prepay the maximum principal amount of Notes that may be prepaid out of the Excess Proceeds, together at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus other than on account of a prepayment with all Net Insurance/Condemnation Proceeds, the Make-Whole Amount and/or Repayment Fee, as applicable, plus accrued and unpaid interest to the date of purchase, in accordance with the procedures established by the Agent for such offer. To the extent that the aggregate amount of Notes so validly offered for prepayment or tendered and not properly withdrawn pursuant to a Specified Offer in accordance with Section 3.04(e) is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for working capital and general corporate purposes and to repay any other Debt, subject to the other covenants contained in this Agreement. If the aggregate principal amount of Notes offered for prepayment or surrendered by the Holders, collectively, exceeds the amount of Excess Proceeds, the Agent shall select the Notes to be prepaid or purchased on such excess amounta pro rata basis based on the aggregate principal amount of tendered Notes. Upon completion of the Specified Offer, the amount of Excess Proceeds will be reset at zero. The Issuer shall make each offer for prepayment under this Section 3.04 in accordance with Section 3.04(d) and Section 3.06. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount[Reserved]. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (ai) If No later than the tenth (10th) 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, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, the sum of (1) the aggregate principal amount of any time other Indebtedness that is secured on a pari passu basis with the SBAC Secured Obligations that the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of 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 permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien 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 Exposure 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 all SBAC Lenders exceeds any reduction in the lesser 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 9.05(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 SBAC Revolving Commitment Amount then aggregate consideration required to be paid in effect and Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase orders (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans“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 2.26: 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) If either Borrower and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-month period; provided, that to the extent the aggregate amount of 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 estimated Net calculation of Excess Cash Proceeds 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 prior 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 received by such 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 such Subsidiary 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 respect thereofclauses (A) and (B) promptly upon above. (ii) No later than the tenth (10th) Business Day following the receipt by such of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Borrower or such Subsidiary shall apply an amount equal to the Required Asset Sale Percentage of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Insurance/Condemnation Proceeds received with respect thereto in excess of $100,000the threshold specified in clause (B) of this Section 2.11(b)(ii) (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds (other than Subject Proceeds with respect to any Disposition consummated pursuant to Section 6.07(h)(B)) in the case business of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest any of its subsidiaries (including any acquisition or reinvest, as applicable, within ninety (90) days of the applicable Disposition other Investment permitted hereunder but not in Cash or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 540 days following receipt thereof, or (y) the Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 540-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 540-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) the obligation to make a prepayment under this Section 2.11(b)(ii) shall only apply if and to the extent the aggregate amount of (I) Net Proceeds resulting from Prepayment Asset Sales and (II) Net Insurance/Condemnation Proceeds, in each case received by the Borrower and/or any Restricted Subsidiaries (x) for any such single transaction (or related transactions) exceeds $10,000,000 and (y) in any Fiscal Year exceeds $20,000,000 (with only the amount of Net Proceeds exceeding such amount for any single transaction (or related transactions) or in such Fiscal Year to be applied to make a prepayment under this Section 2.11(b)(ii)). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of the Loans in accordance with the requirements of Section 6.01(z)), the Borrower or the relevant Restricted Subsidiary shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Cash Proceeds in excess by the relevant Person, apply an amount equal to 100% of $100,000 not so invested or reinvested. The such Net Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (iv) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant affected Excess Cash Flow is attributable to any Foreign Subsidiary or the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited, delayed or restricted under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under applicable Requirements of Law to permit such repatriation or to remove such prohibition); it being understood and agreed that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 540 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, an amount equal to the relevant Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited, delayed or restricted under the Organizational Documents governing such joint venture; it being understood and agreed that if the relevant prohibition ceases to exist within the 540-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Borrower determines in good faith that the repatriation to the Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 540-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts), (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall be applied to any mandatory prepayment, repurchase or redemption required under the Second Lien Credit Agreement or the documentation governing any other Indebtedness in excess of the Threshold Amount; provided that (A) in the event that any lender under the Second Lien Credit Agreement (or such other Indebtedness) elects to decline receipt of such Declined Proceeds in accordance with the terms of the Second Lien Credit Agreement (or the documentation governing such other Indebtedness), the remaining installment payments amount thereof may be retained by the Borrower and (B) that for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments portion of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Lenders for any breach Term Loans in accordance with the requirements of Section 8.2 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or any other terms a portion of this Agreementthe Loans in accordance with the requirements of Section 6.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three fifth Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Day after the Outstanding SBAC Revolving Loans have been converted date on which the financial statements with respect to SBAC Term Loans or each Fiscal Year of the Outstanding SBF Revolving Loans have been converted Borrowers are required to SBF Term Loans, in each case, be delivered pursuant to Section 2.26: 5.01(b), commencing with the Fiscal Year ending on December 31, 2016 (i) If either Borrower or but not including any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect Excess Cash Flow attributable to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of period ending prior to the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossClosing Date), the Borrowers shall prepay the Obligations outstanding Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal amount equal to one hundred percent (100%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 commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness of the Borrowers or their Subsidiaries); provided that with respect to any 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 Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be less than or equal to 3.50 to 1.00. (ii) No later than the fifth Business Day following the receipt by Holdings or any Subsidiary of Net Cash Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of $100,0002,500,000 in the aggregate in any Fiscal Year, the Borrowers shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds to prepay the outstanding principal amount of Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b); provided that if prior to the date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of the Borrowers’ intention to reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds in assets used or useful in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days business of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsCombined Group, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash Proceeds or Net Insurance/Condemnation Proceeds to the extent such Net Cash Proceeds or Net Insurance/Condemnation Proceeds are actually invested so reinvested within 12 months following receipt thereof, or if Holdings, any Borrower or any of Holdings’ Subsidiaries has committed to so reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds during such 12-month period and such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such 12-month period; provided, however, that if any Net Proceeds or Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall notify promptly prepay Term Loans in an amount equal to the Administrative Agent whether Net Proceeds or Net Insurance/Condemnation Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if, at the time that any such Borrower prepayment would be required hereunder, the Borrowers are required to offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Subsidiary has invested Indebtedness with Net Proceeds (such Indebtedness (or reinvested Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrowers may apply such Net Cash Proceeds as described in or Net Insurance/Condemnation Proceeds on a pro rata basis to the Borrowers’ notice, prepayment of the Term Loans and Additional Term Loans and to the extent repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans, Additional Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with ODD) at such time; provided that the portion of such Net Cash Proceeds have or Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in exceed the amount of such Net Cash Proceeds or Net Insurance/Condemnation 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 or Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans and Additional Term Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each prepayment of the Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment Indebtedness repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans and Additional Term Loans in accordance with the terms hereof. (iii) In the event that Holdings or any of its Subsidiaries shall receive Net Proceeds from the issuance or incurrence of Indebtedness of Holdings or any of its Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans or Additional Term Loans pursuant to Section 6,01(p) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), the Borrowers shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by Holdings or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b). (iv) Notwithstanding any provision under this Section 2.10(b) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.10(b)(i) or (ii) above shall not be required to be so prepaid to the extent any such Excess Cash Flow is generated by a Foreign Subsidiary, such Prepayment Asset Sale is consummated by a Foreign Subsidiary, such Net Insurance/Condemnation Proceeds are received by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law (the applicable Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes (including any Tax Distributions) payable or reserved against as a result thereof) to the repayment of the Term Loans and Additional Term Loans pursuant to this Section 2.10(b) to the extent provided herein; and (B) if the Borrower Representative determines in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans and Additional Term Loans pursuant to Section 2.10(b)(i) or (ii) above would result in adverse Tax consequences, taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Representative, the amount the Borrowers shall be required to mandatorily prepay pursuant to Section 2.10(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such adverse Tax liability; provided that, in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.10(b), (x) the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such reinvestments or prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes (including any Tax Distributions) that would have been payable or reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary or (y) such Net Proceeds or Net Insurance Condemnation Proceeds shall be applied to the remaining installment payments repayment of Indebtedness of the applicable Foreign Subsidiary; provided, further, that to the extent that the repatriation of any Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have an adverse Tax consequence, an amount equal to the Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (x) and (y), shall be promptly applied to the repayment of the Term Loans on a ratable basis until paid in full. If and Additional Term Loans pursuant to Section 2.10(b) as otherwise required above (without regard to this clause (iv)). (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with time and in the Administrative Agent and held manner specified by it in an account at the Administrative Agent. So long as no Default or Event , prior to any prepayment of Default existsTerm Loans and Additional Term Loans required to be made by the Borrowers pursuant to this Section 2.10(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the Administrative Agent is authorized “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrowers and shall be added (without duplication) to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement calculation of the Available Amount in accordance with the definition thereof; provided, further, that, for the costs avoidance of replacingdoubt, rebuilding or restoring such Property. (iino Lender may reject any prepayment made under Section 2.10(b)(iii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied above to the remaining installment payments extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c). If a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the rights and remedies Administrative Agent within the time frame specified by the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the Lenders for total amount of such mandatory prepayment of Term Loans and Additional Term Loans. (vi) Except as may otherwise be set forth in any breach amendment to this Agreement in connection with any Additional Term Loan, (A) each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 8.2 9.02(c) shall be applied solely to each applicable Class of refinanced or any other terms replaced Term Loans), (B) with respect to each Class of this Agreement.Term Loans, all accepted prepayments under Section 2.10(b)(i), (ii) or

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Top Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2015, the Top Borrower shall prepay the outstanding principal amount of Initial Term Loans and 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 equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Top Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Top Borrower, (x) the aggregate principal amount of any Term Loans and/or Revolving Commitment Amount then Loans prepaid pursuant to Section 2.11(a) prior to such date, (y) the aggregate principal amount of any loans under the Second Lien Facility (including any Additional Loans (as defined in effect the Second Lien Credit Agreement or any other document governing any Second Lien Facility)) prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) prior to such date (to the extent the relevant voluntary prepayments are permitted by the terms of this Agreement) and (iiz) (1) the SBAC Borrowing Base 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) and/or (2) to the extent permitted by the terms of this Agreement, the amount of any reduction in the outstanding amount of any loans under the Second Lien Facility resulting from any assignment made in accordance with Section 9.05(g) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) (including in connection with any Dutch Auction (as determined based on defined in the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business DaysSecond Lien Credit Agreement)) repay SBAC Revolving Loans prior to such date and, if necessaryin each case under this clause (z), SBAC Swing Loans, together based upon the actual amount of cash paid in connection with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loansrelevant 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 2.26:2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Top Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required unless and to the extent that the amount thereof exceeds $5,000,000. (iii) If either Borrower No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results Net Insurance/Condemnation Proceeds, in Net Cash Proceeds each case, in excess of $100,000 individually or on a cumulative basis 20,000,000 in any fiscal year Fiscal Year, the Top Borrower shall apply an amount equal to 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Top Borrower notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event of Loss useful in the business (including the amount of the estimated Net other than Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Top Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days any of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers Top Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 365 days following receipt thereof, or (y) the Top Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 365-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 365-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Top Borrower shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash Subject Proceeds in excess of $100,000 not so invested reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Top Borrower or reinvested. The any of its Restricted Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of each the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans in accordance with the terms hereof. (iii) In the event that the Top Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Top Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments portion of the Term Loans on pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to finance all or a ratable basis until paid portion of the Loans in full. The Borrowers acknowledge that their performance hereunder accordance with the requirements of Section 6.01(z)), the Top Borrower shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Top Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Top Borrower shall not limit be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the rights and remedies extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Top Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Top Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that if the repatriation of the Lenders relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any breach event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Top Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution to the Top Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Top Borrower determines in good faith that the repatriation to the Top Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to Foreign Subsidiaries would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Top Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Top Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall first be applied to any mandatory prepayment required under Section 2.11(b) of the Second Lien Credit Agreement (or equivalent provision under any other document governing any Second Lien Facility) and any mandatory prepayment required with respect to any “Incremental Term Loans”, “Extended Term Loans” and/or “Replaced Term Loans” (in each case, as defined under the Second Lien Credit Agreement or any equivalent term under any Second Lien Facility); provided that (A) in the event that any lender under the Second Lien Facility elects to decline receipt of such Declined Proceeds in accordance with the terms of the Second Lien Credit Agreement, the remaining amount thereof may be retained by the Top Borrower and (B) for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 8.2 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or any other terms a portion of this Agreement.the Loans in accordance with the requirements of Section 6.01

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount 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 on December 31, 2020, the Borrower shall prepay the outstanding principal amount of, and accrued interest on, Initial Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in effect 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 and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any First Lien Debt (and in the case of any such First Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case, excluding any such optional prepayments, repurchases, redemptions or other retirements 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 of the Borrower and (iiy) the SBAC Borrowing Base as amount of any reduction in the outstanding principal amount of any Term Loan and/or any other First Lien Debt resulting from any assignment to (and/or purchase by) the Borrower or any Restricted Subsidiary of any such Indebtedness (and in the case of any such Indebtedness constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case, to the extent of the amount paid in Cash by the Borrower or the applicable Restricted Subsidiary in connection with the relevant assignment and/or purchase, excluding any such assignment and/or purchase 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 in each case of the foregoing clauses (x) and (y) only to the extent that such amounts were not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness); provided that no prepayment under this Section 2.11(b)(i) shall be required unless and solely to the extent that the amount thereof exceeds $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any other First Lien Debt pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, SBAC that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall immediately not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness prepaid, the declined amount shall promptly (and in any event within three 10 Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 10,000,000 in any fiscal year Fiscal Year, the Borrower shall apply 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, then the “Subject Proceeds”) to prepay the outstanding principal amount of, and accrued interest on, Subject Loans in accordance with clause (vi) below; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made in respect of Net Proceeds recovered from a Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Borrower notifies the Administrative Agent of such proposed Disposition or Event of Loss (including the amount in writing of the estimated Net Borrower’s intention to reinvest the applicable Subject Proceeds in the business (other than in Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days any of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits Restricted Subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the applicable Subject Proceeds to the extent such Net Cash (x) the applicable Subject Proceeds are actually invested so reinvested within 12 months following receipt thereof, or (y) the Borrower or any of its subsidiaries has committed to so reinvest the applicable Subject Proceeds during such 12-month period and the applicable Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly 180 days after the end expiration of such 12-month period; it being understood that if the applicable Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Subject Loans with the amount of applicable Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or repurchase any Other Applicable Indebtedness (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof. (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred in reliance on clause (b) of the definition of “Incremental Cap” to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of the Loans in accordance with the requirements of the definition thereof, in each case to the extent required by the terms thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than three Business Days thereafter) the receipt of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary or any Domestic Subsidiary of any Foreign Subsidiary (any such Person, a “Specified Subsidiary”), the relevant Prepayment Asset Sale is consummated by any Specified Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Specified Subsidiary, as the case may be, for so long as the repatriation and/or other transfer to the Borrower of any such amount would be, in the good faith determination of the Borrower, prohibited, restricted or delayed under any Requirement of Law (including for the avoidance of doubt Requirements of Law relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming and/or cross-streaming of Cash intra-group and Requirements of Law relating to the fiduciary and/or statutory duties of the directors (or equivalent Persons) of the Borrower and/or any of its Restricted Subsidiaries) or would conflict with the fiduciary and/or statutory duties of such Specified Subsidiary’s directors (or equivalent Persons), or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Specified Subsidiary (it being agreed that, solely within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation and/or other transfer) (it being understood that if the repatriation and/or other transfer of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary and/or statutory duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Specified Subsidiary will promptly repatriate and/or transfer the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated or transferred Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such Excess Cash Flow as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv))), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the distribution and/or other transfer to the Borrower of such Excess Cash Flow or Subject Proceeds would, in the good faith determination of the Borrower, be prohibited under the Organizational Documents governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant joint venture will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed or otherwise transferred Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution and/or other transfer) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (C) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary that is not a Loan Party or the relevant Subject Proceeds are received by any Foreign Subsidiary that is not a Loan Party, in each case, for so long as the Borrower determines in good faith that the distribution to the Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited under an agreement permitted pursuant to Section 6.04 by which such Foreign Subsidiary is bound governing any Indebtedness; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (D) if the Borrower determines in good faith that the repatriation (or other intercompany distribution or transfer) to the Borrower, directly or indirectly, from a Specified Subsidiary as a distribution or dividend (or other intercompany transfer) of any amount required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above would result in a material and adverse Tax liability (including any withholding Tax) being incurred by Holdings, the Borrower, any direct or indirect equityholders of the Borrower or any of its Restricted Subsidiaries (such amount, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution or transfer) of the relevant Subject Proceeds or Excess Cash Flow, directly or indirectly, from the relevant Specified Subsidiary would no longer have a material and adverse Tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) The Borrower shall notify the Administrative Agent whether such Borrower in writing of any prepayment under this Section 2.11(b) not later than 1:00 p.m. three Business Days before the relevant date of prepayment (or such Subsidiary has invested or reinvested such Net Cash Proceeds later time as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after that a Borrowing Base Deficiency shall occur, the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26Borrower shall: (i) If either Borrower or any Subsidiary shall at any time or such Borrowing Base Deficiency results from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year redetermination of the BorrowersBorrowing Base pursuant to Sections 2.04(b), then 2.04(e) or 5.12, at the Borrower’s election, take either or both of the following actions to eliminate the Borrowing Base Deficiency: (A) prepay the Borrowers Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, together with interest on the principal amount paid accrued to the date of such prepayment and any funding indemnification amounts required by Section 2.16, and, if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral in a special collateral account as provided in Section 2.06(j), or (B) provide additional Collateral acceptable to the Administrative Agent with a fair market value greater than or equal to the amount of such Borrowing Base Deficiency. The Borrower shall promptly notify be obligated to make such prepayment, deposit of cash collateral or provide additional Collateral within 60 days following its receipt of written notice from the Administrative Agent of such proposed Disposition or Event of Loss (including the amount existence of the estimated Net Cash Proceeds to be received by Borrowing Base Deficiency. (ii) If such Borrower Borrowing Base Deficiency results from a reduction of the Borrowing Base in accordance with Sections 5.17, 6.01(j) or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of 6.13, use the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay transaction giving rise to the Obligations in an aggregate amount equal to one hundred percent (100%) reduction of the amount Borrowing Base pursuant to any such Section, promptly, but in any event within two Business Days of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds Proceeds, to prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, together with interest on the principal amount paid accrued to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end date of such applicable periodprepayment and any funding indemnification amounts required by Section 2.16, and, if a Borrowing Base Deficiency remains after prepaying all of the Borrowers shall notify Loans as a result of LC Exposure, pay to the Administrative Agent whether on behalf of the Lenders an amount equal to such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds remaining Borrowing Base Deficiency to be held as described cash collateral in the Borrowers’ noticea special collateral account as provided in Section 2.06(j); provided that if, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount after application of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each accordance with the foregoing, any Borrowing Base Deficiency shall remain, then the Borrower shall eliminate such prepayment shall be remaining Borrowing Base Deficiency in accordance with the foregoing clause (i). (iii) Amounts applied to the prepayment of Loans pursuant to this Section shall be first applied ratably to ABR Loans then outstanding and, upon payment in full of all outstanding ABR Loans, second, to Eurodollar Loans then outstanding, and if more than one Eurodollar Loan is then outstanding, to each such Eurodollar Loan beginning with the Eurodollar Loan with the fewest number of days remaining installment payments of in the Term Loans on a ratable basis Interest Period applicable thereto until paid in full. If , and then to the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited Eurodollar Loan with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event next fewest number of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations days remaining in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis Interest Period applicable thereto until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit , and continuing in a similar fashion until the rights and remedies Borrowing Base Deficiency has been eliminated or, in the case of any prepayment pursuant to the Lenders for any breach of Section 8.2 or any other terms of this Agreementforegoing clause (ii), until such Net Cash Proceeds have been exhausted.

Mandatory Prepayments. (a) If at any time The Borrower shall make a prepayment of the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds Loans, on the lesser of relevant Mandatory Prepayment Date, as set forth below in an amount equal to: (i) 100% of the Aggregate SBAC Revolving Commitment Amount then amount of (A) Subsidiary Disposition Proceeds, (B) Subsidiary Incremental Indebtedness Proceeds and (C) Subsidiary Incremental Equity Proceeds received by the Borrower as a result of the related BV Holdings Corporate Action (in effect and each case plus an amount equal to the Applicable Distribution Taxes); (ii) 100% of the SBAC Borrowing Base amount of BV Holdings Disposition Proceeds; (iii) 100% of the Net After-Tax Cash Proceeds received by the Borrower for the Equity Issuance by the Borrower to any Person permitted hereunder; (iv) 100% of the Net After-Tax Cash Proceeds received by the Borrower for the Debt Incurrence by the Borrower to any Person permitted hereunder; (v) 100% of an amount equal to the Net After-Tax Cash Proceeds (A) in excess of $200,000,000 in the aggregate received by or Available to be received by EME from any Disposition of assets of EME or any of its Subsidiaries (or such Subsidiary's share of proceeds from the Disposition of an asset of a Joint Enterprise in which such Subsidiary has an interest) (other than assets held by (1) the Borrower or any of its Subsidiaries (or related assets thereof), (2) any Primary Guarantor or any of its Subsidiaries (or related assets thereof) or (3) any Secondary Guarantor or any of its Subsidiaries (or related assets thereof), the Secondary Guarantee of which was released during the occurrence and continuation of a Default (other than an Affirmative Covenant Default)), (B) received by or Available to be received by EME from any Disposition of (1) any Primary Guarantor or any of its Subsidiaries (or related assets thereof) or (2) any Secondary Guarantor or any of its Subsidiaries (or related assets thereof), the Secondary Guarantee of which was released during the occurrence and continuation of a Default (other than an Affirmative Covenant Default) and (C) except as determined based provided in Section 7.5, received by Mission Energy Wales from any Disposition of Mission Hydro Partnership or its Subsidiaries (or related assets thereof); (vi) 100% of an amount equal to the Net After-Tax Cash Proceeds of any Disposition of the EcoEléctrica/Del Cielo Note received by EME or any of its Subsidiaries; (vii) 100% of an amount equal to the amount received by the Shareholder Guarantor directly or indirectly in respect of a Disposition with respect to which the Borrower receives Subsidiary Disposition Proceeds; (viii) 100% of an amount equal to the Net After-Tax Cash Proceeds received by or Available to be received by EME from (A) the issuance or incurrence of Incremental Indebtedness by EME or (B) the issuance or incurrence of Incremental Indebtedness by any of EME's Subsidiaries (other than BV or any of its Subsidiaries); and (ix) 100% of an amount equal to the Net After-Tax Cash Proceeds received by or Available to be received by EME for equity issuances by EME or any of its Subsidiaries (other than BV or any of its Subsidiaries) to any Person (in the case of any such Subsidiary, other than EME or a wholly-owned Subsidiary of EME); provided, that the foregoing shall not apply to Subsidiary Disposition Proceeds and BV Holdings Disposition Proceeds received by the Borrower which after taking into account the amount of Applicable Distribution Taxes and the amount of Subsidiary Disposition Proceeds not distributed to the Borrower as contemplated below would equal up to $50,000,000 in the aggregate. Mandatory prepayments pursuant to clauses (i) through (iv) above shall be made on or prior to the most recently delivered SBAC Borrowing Base Certificate, SBAC date two Business Days after receipt by the Borrower of the amount to be prepaid and mandatory prepayments pursuant to clause (v) through (ix) above shall immediately (and in any event within be made on or prior to the date three Business DaysDays after occurrence of the related mandatory prepayment event (any such day, a "Mandatory Prepayment Date"). For the purposes of clauses (a)(i)(B), (a)(iv) repay SBAC Revolving Loans andand (a)(viii) of this Section 3.1.2, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on an exchange offer by any Person pursuant to which Indebtedness of such excess amountPerson will be exchanged for Indebtedness of another Person shall be deemed to result in cash proceeds equal to the principal amount of such exchange. (b) If The Borrower shall make a prepayment of the full amount of the outstanding Loans at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then Borrower does not directly own 99.99% of all of the ownership interests in effect and BV or (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with EME does not directly own 100% of all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that ownership interests in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertyBorrower. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) fifth Business Day following the SBAC Borrowing Base as determined based on receipt of Net Proceeds of Property-Level Subsidiary Refinancing Indebtedness, the most recently delivered SBAC Borrowing Base Certificate, SBAC Borrowers shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on apply an amount equal to the Required Percentage of such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss Net Proceeds received with respect thereto (the “Subject Refinancing Proceeds”) to any Property which results in Net Cash Proceeds in excess prepay the outstanding principal amount of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then Subject Loans; provided that (A) the Borrowers Parent, BPR or any of their respective Subsidiaries in their sole discretion may, in lieu of making a prepayment pursuant to this Section 2.11(b)(i), use the Subject Refinancing Proceeds within 180 days following receipt thereof to (I) make Capital Expenditures reasonably expected by the Borrower Representative to be made during such period or (II) make Restricted Payments reasonably expected by the Borrower Representative to be made during such period in order to maintain the REIT status of any Loan Party (provided that to the extent such Capital Expenditures or Restricted Payments, as applicable, are not made within such 180 day period, the Subject Loans shall promptly notify be repaid with any such remaining excess amount of Subject Refinancing Proceeds at the Administrative Agent Required Percentage then required for such prepayment within 5 Business Days after the end of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof180 day period) and (B) promptly upon receipt notwithstanding anything to the contrary contained in this Section 2.11(b)(i), in the case of Subject Refinancing Proceeds received by such Borrower or such any non-Wholly Owned Subsidiary of the Net Cash Proceeds Parent or BPR, only that portion of such Disposition Subject Refinancing Proceeds that are allocable (based on economic share and not necessarily percentage ownership) to the Parent or such Event BPR shall be subject to prepayment in accordance with this Section 2.11(b)(i). (ii) No later than the fifth Business Day following the receipt of LossNet Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Borrowers shall prepay the Obligations in apply an aggregate amount equal to one hundred percent (100%) the Required Percentage of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvestNet Insurance/Condemnation Proceeds, as applicable, within ninety (90) days received with respect thereto in excess of the applicable Disposition or receipt thresholds set forth in clause (C) of Net Cash Proceeds from an Event of Lossthis clause (ii) (and only such excess amount shall be subject to prepayment) (collectively, the Net “Subject Disposition Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of its intention to reinvest the Subject Disposition Proceeds in assets used or useful in the business (other than Cash Proceeds thereof in similar like-kind assetsor Cash Equivalents) of the Parent, BPR or any of their respective Subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Disposition Proceeds to the extent such Net Cash (x) the Subject Disposition Proceeds are actually invested so reinvested within 180 days following receipt thereof, or (y) the Parent, BPR or any of their respective Subsidiaries has committed to so reinvest the Subject Disposition Proceeds during such 180-day period and the Subject Disposition Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 180-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Disposition Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the Obligations Subject Loans with the amount of Subject Disposition Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso), (B) if, at the time that any such prepayment would be required hereunder, the Parent, BPR or any of their respective Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Subject Disposition Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Disposition Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Disposition Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Disposition Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Disposition Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of notice of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof (without giving effect to this proviso), (C) the obligation to make a prepayment under this Section 2.11(b)(ii) shall only apply if and to the extent (1) the aggregate amount of (x) Net Proceeds resulting from any individual Prepayment Asset Sale, together with any Prepayment Asset Sales which are in connection with the same transaction or related series of transactions and (y) Net Insurance/Condemnation Proceeds, in each case received by the Parent, BPR and/or any of their respective Subsidiaries exceeds $25,000,000 and (2) the aggregate amount of such Net Cash Proceeds described in excess clause (1)(x) above resulting from Prepayment Asset Sales or such Net Insurance/Condemnation Proceeds described in clause (1)(y) above, as applicable, received by the Parent, BPR or any of their respective Subsidiaries in any Fiscal Year exceeds $100,000 150,000,000 and (D) notwithstanding anything to the contrary contained in this Section 2.11(b)(ii), in the case of Net Proceeds or Net Insurance/Condemnation Proceeds received by any non-Wholly Owned Subsidiary (direct or indirect) of the Parent or BPR, only that portion of such proceeds that are allocable (based on economic share and not so invested necessarily percentage ownership) to the Parent or reinvested. The BPR shall be subject to prepayment in accordance with this Section 2.11(b)(ii) and shall be applied towards the thresholds set forth in clause (C) above. (iii) In the event that any Borrower receives Net Proceeds from the issuance or incurrence of Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.08(c) or Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c), the Borrowers shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the relevant Borrower, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (vi) below. (iv) The Borrowers shall promptly (and in any event within five Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Initial Revolving Loans, all LC Exposure and all Swingline Exposure exceeds the Initial Revolving Credit Commitment in effect at such time, to the full extent of any such excess. (v) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrowers of any such amount would be prohibited under any Requirements of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (BPR hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by Requirements of Law to permit such repatriation); it being understood and agreed that if the repatriation of the relevant affected Subject Proceeds is permitted under Requirements of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the event giving rise to the relevant Subject Proceeds (for purposes of this paragraph, the “365-Day Period”), the relevant Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds and the repatriated Subject Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (v)), (B) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Subject Proceeds are received in respect of any Joint Venture, in each case, for so long as the distribution to the Borrowers of such Subject Proceeds would be prohibited under the organizational documents governing such Joint Venture; it being understood and agreed that if the relevant prohibition ceases to exist within the 365-day period following the event giving rise to the relevant Subject Proceeds, the relevant Joint Venture will promptly distribute the relevant Subject Proceeds and the distributed Subject Proceeds will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Borrower Representative determines in good faith that the repatriation to the Borrowers as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrowers shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds (for purposes of this paragraph, the “365-Day Period”), an amount equal to the Relevant Amount (reduced by any relevant Taxes) and, to the extent available and not previously applied to the repayment of the Term Loans pursuant to this clause (C), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above. (vi) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by any Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall first be applied to any other Class of Term Loans required to be prepaid hereunder and, then, the remaining amount thereof may be retained by the relevant Borrower. For the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Term Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans. (vii) Except as otherwise provided in any Refinancing Amendment or any Extension Amendment, and subject to the last sentence of this Section 2.11(b)(vii), each prepayment of Term Loans pursuant to this Section 2.11(b) shall be applied first to the Term A-1 Facility until the Term Loans thereunder are repaid in full, second to the Term A-2 Facility until the Term Loans thereunder are repaid in full, third to the Term B Facility until the Term Loans thereunder are repaid in full and, thereafter, ratably to any other Class of Term Loans then outstanding (provided that any prepayment of Term Loans with the Net Proceeds of any Refinancing Indebtedness and/or any Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the applicable Class of Term Loans being refinanced or replaced). With respect to each Class of Term Loans, all prepayments accepted under this Section 2.11(b) shall be applied against the remaining scheduled installments of principal due in respect of such Class of Term Loans as directed by the relevant Borrower (or, in the absence of direction from the relevant Borrower, to the remaining scheduled amortization payments in respect of such Class of Term Loans in direct order of maturity), and each such prepayment shall be applied paid to the remaining installment payments Term Lenders of such Class in accordance with their respective Applicable Percentages of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceedsapplicable Class. The amount of each such prepayment mandatory prepayments shall be, subject to the foregoing order, applied first to the then outstanding Term Loans that are ABR Loans and then to the then outstanding Term Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the relevant Borrower pursuant to Section 2.16. (viii) Prepayments made under this Section 2.11(b) shall be applied (A) accompanied by accrued interest as required by Section 2.13, (B) subject to Section 2.16 and (C) in the remaining installment payments case of the prepayments of Initial Term Loans on under clause (iii) above as part of a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder Repricing Transaction, subject to Section 2.12(f), but shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 otherwise be without premium or any other terms of this Agreementpenalty.

Mandatory Prepayments. In the event of any Principal Paydown or Payoff, Borrower shall be required to give Lender at least five (5) Business Days’ prior written notice of such Principal Paydown or Payoff and, on the date of such Principal Paydown or Payoff, Borrower shall be required to pay to Lender the following amounts: (a) (i) If at in the case of a Payoff, a payment of the entire principal balance of the Loan, accrued and unpaid interest thereon and all other Secured Obligations, (ii) in the case of a Principal Paydown of the Asset from a casualty or condemnation affecting the Mortgaged Property or during the continuance of an Event of Default or Underlying Loan Event of Default, a prepayment of principal of the Loan equal to 100% of the amount prepaid on the Asset until the principal amount of the Loan is paid in full or (iii) in the case of any time other Principal Paydown of the SBAC Revolving Credit Exposure Asset, a prepayment of all SBAC Lenders exceeds principal of the lesser Loan equal to the product of (1) the amount prepaid and (2) Lender’s Pro Rata Percentage; (b) with respect to any Underlying Prepayment Consideration, an amount determined by reference to the product of (i) any such Underlying Prepayment Consideration received by Borrower from the Aggregate SBAC Revolving Commitment Amount then Underlying Borrower in effect and connection with such prepayment or payment, (ii) the SBAC Borrowing Base as determined based on Spread Ratio, (iii) Lender’s Pro Rata Percentage and (iv) a fraction, the most recently delivered SBAC Borrowing Base Certificate, SBAC numerator of which shall immediately be the number of days from the Closing Date to the date of such Prepayment and the denominator of which shall be the number of days from the closing date of the Underlying Loan to the date of such Prepayment (and the amount described in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. this clause (b) If at any time ), the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect “Prepayment Consideration”); and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At in connection with any time after Principal Paydown or Payoff from a Permitted Transfer, the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Exit Fee due thereon. Notwithstanding the foregoing, if in connection with the Payoff or a Principal Paydown of the Outstanding SBF Revolving Loans have been converted to SBF Term LoansAsset, in each case, Borrower shall receive less than five (5) Business Days’ notice thereof from the Underlying Borrower (or any Servicer or other Person) pursuant to Section 2.26: the related Underlying Loan Documents, then Borrower shall give Lender notice of such prepayment within one (i1) If either Business Day of its receipt of such notice from the Underlying Borrower or other Person; and provided that any Subsidiary such notice shall at any time or from time to time make or agree be revocable in good faith by Borrower by reason of the failure of the Underlying Borrower to make a Disposition the applicable Payoff or Principal Paydown of the Asset, and no such revocation by Borrower under such circumstances shall suffer constitute an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyhereunder. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Within five (ii5) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrowers shall cause to be prepaid an aggregate principal amount of Term Loans equal to (iA) If either Borrower or 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Closing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year (and, without duplication of any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss deduction with respect to any Property which results in Net Cash Proceeds in excess other fiscal year, at the Parent Borrower’s option, following the last day of $100,000 individually or on a cumulative basis in any such fiscal year and on or prior to such required prepayment date) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year (and, without duplication of any deduction with respect to any other fiscal year, at the Parent Borrower’s option, following the last day of such fiscal year and on or prior to such required prepayment date) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the Borrowersimmediately preceding clauses (1) and (2), then to the extent such prepayments are not funded with the proceeds of Indebtedness or any Cure Amount; provided that (x) the ECF Percentage shall be 25% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 4.00:1.00 and greater than or equal to 3.75:1.00 and (y) the ECF Percentage shall be 0% if the First Lien Senior Secured Leverage Ratio (after giving effect to any prepayment of Loans after such year as contemplated above in clause (B)) as of the last day of the fiscal year covered by such financial statements was less than 3.75:1.00. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Borrowers shall promptly notify Closing Date (x) the Administrative Agent Parent Borrower or any Restricted Subsidiary Disposes of such proposed any property or assets (other than any Disposition of any property or Event of Loss assets permitted by Section 7.05(a), (including b), (c), (d) (to the amount extent constituting a Disposition to a Loan Party, by a Restricted Subsidiary that is not a Loan Party or pursuant to clause (iv) of the estimated Net Cash Proceeds to be received proviso thereto), (e), (f), (g), (i) (except as set forth in the proviso thereto), (j), (k), (n), (o), (p), (q), (r), (s) and (u)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such the Parent Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossProceeds, the Borrowers shall prepay the Obligations make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to one hundred percent the percentage represented by the quotient of (100%x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds in excess of $100,000realized or received; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of no such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers prepayment shall not be required pursuant to make a mandatory prepayment under this Section in 2.05(b)(ii)(A) (I) with respect to such portion of such Net Cash Proceeds that the Parent Borrower shall have, on or prior to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ date, given written notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) or (II) until the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary aggregate amount of Net Cash Proceeds of such incurrence or assumption, not reinvested in accordance with Section 2.05(b)(ii)(B) within the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be time periods set forth therein and not previously applied to the remaining installment payments of the Term Loans on such a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders prepayment exceeds $100,000,000 for any breach single Disposition or series of Section 8.2 or any other terms of this Agreementrelated Dispositions.

Mandatory Prepayments. (ai) If at on or after the Closing Date (1) the Borrower or any time of its Subsidiaries shall incur Indebtedness for borrowed money pursuant to Section 7.2(c) pursuant to a public offering or private placement or otherwise, (2) the SBAC Revolving Credit Exposure 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 are not required to be applied to the payment of all SBAC Lenders exceeds obligations of the lesser Borrower or the other borrowers under the ABL Facility, the Borrower shall prepay, in accordance with this Section 3.4(c), the Term Loans in an amount equal to: (A) in the case of the incurrence of any such Indebtedness other than Subordinated Indebtedness, 100% of the Net Cash Proceeds thereof, (B) in the case of the incurrence of any such Indebtedness that is Subordinated Indebtedness, 50% of the Net Cash Proceeds thereof; and (C) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof, in each case minus any Reinvested Amounts, with such prepayment to be made no later than the Business Day following the date of receipt of any such Net Cash Proceeds except that, in the case of clause (C), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in Section 1.1 and the Borrower has not elected to reinvest such proceeds (or portion thereof, as the case may be), such prepayment to be made on the earlier of (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 (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. (ii) On or before the date that is fifteen Business Days after the 90th day following the end of each fiscal year of the Borrower ending on or after October 31, 2010 (each, an “ECF Payment Date”), the Borrower shall, in accordance with Section 3.4(d) and Section 3.4(e), apply toward the prepayment of the Term Loans an amount equal to (x) the ECF Percentage of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure aggregate principal amount of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans prepaid or the Outstanding SBF Revolving Loans have been converted repurchased pursuant to SBF Term Loans, Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 2.26:3.4(c)(iii) to reduce the amount of any prepayment of Term Loans otherwise required pursuant to Section 3.4(c)(iii)), and any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility, in each case during such fiscal year excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 3.4(c)(iii) to reduce the amount of any prepayment of Term Loans otherwise required pursuant to Section 3.4(c)(iii)), and any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this Section 3.4(c) for any prior ECF Payment Date). For the avoidance of doubt, for purposes of this Section 3.4(c), proceeds from the incurrence of long-term Indebtedness shall not be deemed to include proceeds from the incurrence of Indebtedness under the ABL Facility or any other revolving credit or working capital financing. (iiii) If either On or before the date (each such date, a “Tax Refund Prepayment Date”) that is 45 calendar days after each Tax Refund Calculation Date, the Borrower or any Subsidiary shall at any time or from time shall, in accordance with Section 3.4(d) and Section 3.4(e), prepay the Term Loans in an amount equal to time make or agree the Tax Refund Prepayment Amount (if greater than zero) with respect to make a Disposition or shall suffer an Event of Loss such Tax Refund Calculation Date. As used herein, the term “Tax Refund Prepayment Amount” with respect to any Property which results in Net Cash Proceeds in Tax Refund Calculation Date means the amount equal to the excess of (1) the greater of (x) $100,000 individually or on a cumulative basis in any fiscal year 10 million and (y) 50% of the Borrowers, then aggregate amount of all 2009 Tax Refunds received by the Borrower and its Subsidiaries from the date of this Agreement to such Tax Refund Calculation Date over (A2) the Borrowers shall promptly notify aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Administrative Agent of such proposed Disposition or Event of Loss (including Borrower pursuant to Section 3.4(c)(ii) to reduce the amount of the estimated Net Cash Proceeds any prepayment of Term Loans otherwise required pursuant to be received by such Borrower Section 3.4(c)(ii)) or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal prepaid pursuant to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section 3.4(c)(iii), in respect each case from the date of such Net Cash Proceeds this Agreement to the extent Tax Refund Prepayment Date corresponding to such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertyTax Refund Calculation Date. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Within five (ii5) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: (i6.01(a) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for the relevant Excess Cash Flow Period the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Administrative Agent Excess Cash Flow Period covered by such financial statements, minus (B) the sum of (1) without duplication of such proposed Disposition amounts deducted pursuant to clause (b)(iii) or Event (b)(ix) of Loss the definition of Excess Cash Flow, all voluntary prepayments of Term Loans and/or any other prepayments of Incremental Equivalent Debt (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 2.05(d), Section 10.07 and/or otherwise, and/or application of any “yank-a-bank” provisions), plus (2) without duplication of amounts deducted pursuant to clause (b)(iii) or (b)(ix) of the definition of Excess Cash Flow, all voluntary prepayments of Revolving Credit Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount of such payments or any voluntary prepayments of revolving loans or other revolving Indebtedness constituting Incremental Equivalent Debt secured by Liens on the estimated Net Cash Proceeds Collateral on a pari passu basis or senior basis to be received the Liens on the Collateral securing the Revolving Credit Loans to the extent the applicable commitments are permanently reduced by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds payments, plus in excess of $100,000; provided that in the each case of each Disposition and Event of Lossthis clause (b), if the Borrowers state in their notice of during such event that the applicable Borrower Excess Cash Flow Period or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable periodExcess Cash Flow Period and prior to the prepayment date clause (b)(i) (any such transaction made following the fiscal year end but prior to the making of such prepayment date, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ noticean “After Year-End Transaction”), and to the extent such prepayments are not funded with the proceeds of Indebtedness constituting Funded Debt (other than Indebtedness under a revolving facility) (such amount, as may be further reduced by applicable of clause (x) of the proviso hereto, the “Applicable ECF Proceeds”); provided that (x) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term B Loans (such Indebtedness, “Other Pari Indebtedness”) pursuant to the terms of the documentation governing such Indebtedness with the Excess Cash Flow, then the Borrower, at its election, may apply the Applicable ECF Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Pari Indebtedness at such time) and the remaining Excess Cash Flow to the prepayment of such Other Pari Indebtedness and (y) prepayments under this Section 2.05(b) shall only be required if the Applicable ECF Proceeds are in excess of the Excess Cash Flow Threshold and solely to the amount of such Applicable ECF Proceeds in excess thereof; provided, that to the extent so elected by the Borrower, following the consummation of any After Year-End Transaction, (1) the Total Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if the transaction was consummated during the fiscal year of the applicable Excess Cash Flow prepayment and the Excess Cash Flow Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated Total Leverage Ratio and (2) such After Year-End Transaction shall not be applied to the calculation of the Total Leverage Ratio in connection with the determination of the Excess Cash Flow Percentage for purposes of any subsequent Excess Cash Flow prepayment. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) the Borrower or any Restricted Subsidiary makes any Prepayment Asset Sale, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to 100% of such excess Net Cash Proceeds have not been so invested realized or reinvested, received (the Borrowers “Applicable Asset Sale Proceeds”); provided that (1) no such prepayment shall promptly prepay the Obligations in the amount be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to utilize in excess of $100,000 not so invested or reinvested. The amount of each accordance with Section 2.05(b)(ii)(B) and (2) if at the time that any such prepayment shall would be applied required, the Borrower is required to offer to repurchase any Other Pari Indebtedness, then the remaining installment payments Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans on a ratable basis until paid in full. If and Other Pari Indebtedness at such time) and the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated remaining Net Cash Proceeds so received to the prepayment of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementOther Pari Indebtedness.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Facility Usage exceeds the Borrowing Base (other than as a result of a reduction of the Borrowing Base in accordance with Section 2.9(e) [Borrowing Base]), the Borrower shall take one or more of the actions required by Section 5.11 [Borrowing Base Deficiency], which may include making mandatory prepayments of the Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Facility Usage is in excess of the Revolving Credit Exposure Commitments (as used in this Section 5.6.4(b), a “deficiency”), the Borrower shall immediately make a principal payment on the Loans sufficient to cause the principal balance of all SBF Lenders exceeds the lesser of (i) Loans then outstanding to be equal to or less than the Aggregate SBF Revolving Commitment Amount Credit Commitments then in effect and (iieffect. If a deficiency cannot be eliminated pursuant to this Section 5.6.4(b) by prepayment of the SBF Borrowing Base Revolving Credit Loans as determined based on a result of outstanding Letter of Credit Obligations, the most recently delivered SBF Borrowing Base CertificateBorrower shall also deposit cash collateral with the Administrative Agent, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on to be held by the Administrative Agent to secure such excess amountoutstanding Letter of Credit Obligations. (c) At any time In the event a Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base in accordance with Section 2.9(e) [Borrowing Base], the Borrower shall prepay the Loans (and after all Loans are repaid in full, Cash Collateralize Letter of Credit Obligations) within one Business Day of the Outstanding SBAC Revolving Loans have been converted date of effectiveness of such reduction, to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted extent necessary to SBF Term Loans, in each case, eliminate such Borrowing Base Deficiency. (d) All prepayments required pursuant to this Section 2.26: (i) If either 5.6.4 [Mandatory Prepayments] shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.9 [Indemnity], the Borrower shall indemnify the Lenders for any loss or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event expense, including loss of Loss margin, incurred with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or such prepayments applied against Loans subject to a LIBOR Rate Option on a cumulative basis in any fiscal year of day other than the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days last day of the applicable Disposition or receipt Interest Period. Any prepayment of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required Loans pursuant to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested 5.6.4 or reinvested as described in the Borrowers’ notice within such ninety (90Section 8.2.17(a) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment [Anti-Hoarding] shall be applied to the remaining installment payments of the Term Loans accompanied by interest accrued on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertyLoans. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Administrative Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrowers shall prepay the outstanding principal amount of Subject Loans that are Term B Loans in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Administrative Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Administrative Borrower, (x) the aggregate principal amount of (I) any Term Loan and/or any Revolving Commitment Amount then Loan (and in effect the case of the Revolving Loans, to the extent such prepayment is accompanied by a permanent reduction of the applicable Revolving Credit Commitment) prepaid pursuant to Section 2.11(a) prior to such date and (iiII) any Incremental Equivalent Debt and/or Replacement Debt voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date and (y) the SBAC Borrowing Base as amount of any reduction in the outstanding principal amount of any Term Loan resulting from any purchase or assignment made in accordance with Section 9.05(f) 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 purchase or assignment and excluding any such optional prepayment, 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) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans, to the extent accompanied by a permanent reduction in the relevant Revolving Credit Commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other long term funded Indebtedness (other than revolving Indebtedness) of the Administrative Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent that the amount thereof exceeds $30,000,000; provided, further, that if at the time that any such prepayment would be required, the Administrative Borrower (or any Restricted Subsidiary of the Administrative Borrower) is also required to prepay, repay or repurchase or offer to repurchase any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Administrative Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Loans and the relevant Other Applicable Indebtedness at such time; provided, SBAC that the portion of such ECF Prepayment Amount allocated to such Other Applicable Indebtedness shall immediately not exceed the amount of such ECF Prepayment Amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term B Loans in accordance with the terms hereof) to the prepayment of the Term B Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term B Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of such Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term B Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificatereceipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, SBF the Borrowers shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after apply an amount equal to the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Required Net Proceeds Percentage of the Net Proceeds or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss Net Insurance/Condemnation Proceeds received with respect to any Property which results in Net Cash Proceeds thereto in excess of $100,000 individually or on a cumulative basis the threshold contained in any fiscal year the proviso to this clause (b)(ii) (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of the Borrowers, then Subject Loans; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, the Administrative Borrower notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in the business (other than Cash or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Administrative Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days any of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits Restricted Subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 450 days following receipt thereof, or (y) the Administrative Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 450-day period and the Subject Proceeds are so reinvested as described in within 180 days after the Borrowers’ notice within expiration of such ninety (90) 450-day period. Promptly after ; it being understood that if the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash Subject Proceeds in excess of $100,000 not so invested reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Administrative Borrower or reinvested. The any of its Restricted Subsidiaries is required to prepay, repay or repurchase (or offer to repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the prepayment, repurchase or repayment of such Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of each the Subject Loans and such Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to such Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans in accordance with the terms hereof; provided, however, the obligation to make a prepayment under this Section 2.11(b)(ii) shall only apply if and to the extent the aggregate amount of Net Proceeds resulting from Prepayment Asset Sales and Net Insurance/Condemnation Proceeds received by the Administrative Borrower and its Restricted Subsidiaries as a result of event giving rise to the relevant prepayment obligations exceeds $100,000,000. (iii) In the event that the Administrative Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Administrative Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including any Replacement Debt) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of any Class of Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms thereof to prepay or offer to repay such Indebtedness), the Borrowers shall, promptly upon (and in any event not later than two Business Days thereafter) the receipt of such Net Proceeds by the relevant Person, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the applicable portion of the relevant Class of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary: (A) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) above to the extent that the relevant affected Excess Cash Flow is generated by any Foreign Subsidiary or the relevant Subject Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the Administrative Borrower determines in good faith that the repatriation to the Administrative Borrower of any such amount would be prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Administrative Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation; it being understood that if the repatriation of the relevant affected Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such Excess Cash Flow or Subject Proceeds as a result thereof) to the repayment of the Term Loans on a ratable basis until pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid in full. If the Administrative Agent pursuant to Sections 2.11(b)(i) or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either to the extent that the relevant Excess Cash Flow is generated by any joint venture or the relevant Subject Proceeds are received by any joint venture, in each case, for so long as the Administrative Borrower determines in good faith that the distribution to the Administrative Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited under the Organizational Documents (or any Subsidiary shall incur relevant shareholders’ or assume any Indebtedness other than Permitted Indebtednesssimilar agreement) governing such joint venture; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the Borrowers shall relevant joint venture will promptly notify distribute the Administrative Agent of relevant Excess Cash Flow or the estimated Net relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Proceeds of Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be distribution) applied to the remaining installment payments repayment of the Term Loans on a ratable basis until paid in full. The pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (C) the Borrowers acknowledge that their performance hereunder shall not limit be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the rights and remedies extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary that is not a Loan Party or the relevant Subject Proceeds are received by any Foreign Subsidiary that is not a Loan Party, in each case, for so long as the Administrative Borrower determines in good faith that the distribution to any Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited under an agreement permitted pursuant to Section 6.05 by which such Foreign Subsidiary is bound governing any Indebtedness; it being understood that if the relevant prohibition ceases to exist within the 365-day period following the end of the Lenders applicable Excess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the relevant Foreign Subsidiary will promptly distribute the relevant Excess Cash Flow or the relevant Subject Proceeds, as the case may be, and the distributed Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (D) if the Administrative Borrower determines in good faith that the repatriation (or other intercompany distribution) to any Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrowers are required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds or the end of the applicable Excess Cash Flow Period, as the case may be, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (D), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrowers pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrowers; provided that for the avoidance of doubt, no Lender may reject any breach prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (x) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 8.2 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or any other terms a portion of this Agreement.the Loans in accordance with the r

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26: (i) If either Borrower or the Facility Agent notifies PMI that, on any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event interest payment date, the sum of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Euro then outstanding plus (B) the Administrative Agent Equivalent in Euro (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Dollars then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, PMI and each other Borrower shall, within two Business Days after receipt of such proposed Disposition or Event of Loss (including notice, prepay the outstanding principal amount of the estimated Net Cash Proceeds to be received any Revolving Credit Advances and Swingline Advances owing by such Borrower or in an aggregate amount sufficient to reduce such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary sum to an amount not to exceed 100% of the Net Cash Proceeds aggregate Revolving Credit Commitments of the Lenders on such Disposition or such Event of Lossdate. (ii) In the event that there shall be a Capital Markets Financing Transaction, the Borrowers PMI shall prepay the Obligations outstanding Term Advances in an aggregate amount equal to one hundred percent (100%) 50% of the amount net proceeds, rounded to the nearest million (with $500,000 being rounded upward), of all such Net Cash Proceeds Capital Markets Financing Transaction received by PMI or received by a Subsidiary of PMI that has issued securities in excess such Capital Markets Financing Transaction guaranteed by PMI, on the last day of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their current Interest Period for such Term Advances. (iii) The Facility Agent shall give prompt notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be any prepayment required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds 2.15(b) to the extent such Net Cash Proceeds are actually invested or reinvested as described in Borrowers and the Borrowers’ notice within such ninety (90Lenders. Prepayments under Section 2.15(b)(i) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied allocated first to Swingline Advances, ratably among the remaining installment payments Swingline Lenders; and any excess amount shall then be allocated to Revolving Credit Advances comprising part of the Term Loans on a ratable basis until paid in fullsame Revolving Credit Borrowing selected by the applicable Borrower, ratably among the Revolving Credit Lenders. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss Prepayments under Section 2.15(b)(ii) shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized allocated to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of Term Advances ratably among the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementLenders.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then in effect and Prior to a REIT Election, within five (ii5) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Days after the Outstanding SBAC Revolving Loans financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: (i6.01(a) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) for the relevant Excess Cash Flow Period, the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Administrative Agent Excess Cash Flow Period covered by such financial statements, minus (B) the sum of (1) without duplication of such proposed Disposition amounts deducted pursuant to clause (b)(iii) or Event (b)(ix) of Loss the definition of Excess Cash Flow, all voluntary prepayments of Term Loans and any other prepayments of Incremental Equivalent Debt and/or other Indebtedness secured by Liens on the Collateral on a pari passu basis or senior basis to the Liens on the Collateral securing the 2024 Refinancing Term Loans (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted amount actually paid in respect thereof pursuant to Section 2.05(d), Section 10.07 and/or otherwise, and/or application of any “yank-a-bank” provisions), plus (2) without duplication of amounts deducted pursuant to clause (b)(iii) or (b)(ix) of the definition of Excess Cash Flow, all voluntary prepayments of Revolving Credit Loans to the extent the applicable Revolving Credit Commitments are permanently reduced by the amount of such payments or any voluntary prepayments, of revolving loans or other revolving Indebtedness constituting Incremental Equivalent Debt or an Additional Revolving Credit Commitment secured by Liens on the estimated Net Cash Proceeds Collateral on a pari passu basis or senior basis to be received the Liens on the Collateral securing the Revolving Credit Loans to the extent the applicable commitments are permanently reduced by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds amount of such Disposition payments, plus (3) without duplication of amounts deducted pursuant to clauses (b)(ii) or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%b)(x) of the definition of Excess Cash Flow, the amount of all such Net cash consideration paid by the Borrower and its Restricted Subsidiaries in connection with Capital Expenditures, plus (4) without duplication of amounts deducted pursuant to clauses (b)(vii) or (b)(xi) of the definition of Excess Cash Proceeds Flow, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries in excess of $100,000; provided that connection with Investments permitted by Section 7.02 (other than pursuant to Section 7.02(a), (d) or (f)), plus in the each case of each Disposition and Event of Lossthis Clause (B), if the Borrowers state in their notice of during such event that the applicable Borrower Excess Cash Flow Period or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable periodExcess Cash Flow Period and prior to the prepayment date in clause (b)(i) (any such transaction made following the fiscal year end but prior to the making of such prepayment date, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ noticean “After Year-End Transaction”), and to the extent such prepayments, expenditures, Investments, Capital Expenditures or acquisitions are not funded with the proceeds of Indebtedness constituting long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other than revolving indebtedness), any Cure Amount or “Cure Amount” (as defined in the ABL Facility) (such amount, as may be further reduced by applicable of clause (x) of the proviso hereto, the “Applicable ECF Proceeds”); provided that (x) to the extent the voluntary prepayments pursuant to clause (B) would reduce the Applicable ECF Proceeds to an amount less than $0, such excess voluntary prepayments may be credited against the Excess Cash Flow Percentage of Excess Cash Flow dollar-for-dollar for the immediately subsequent Excess Cash Flow Period, when taken together with the amounts of any other prepayments required for such Excess Cash Flow Period, (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the 2024 Refinancing Term Loans (such Indebtedness, “Other Pari Indebtedness”) pursuant to the terms of the documentation governing such Indebtedness with the Excess Cash Flow, then the Borrower, at its election, may apply the Applicable ECF Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Pari Indebtedness at such time) and the remaining Excess Cash Flow to the prepayment of such Other Pari Indebtedness and (z) prepayments under this Section 2.05(b) shall only be required if the Applicable ECF Proceeds are in excess of the Excess Cash Flow Threshold and solely to the amount of such Applicable ECF Proceeds in excess thereof; provided that to the extent so elected by the Borrower, following the consummation of any After Year-End Transaction, (1) the First Lien Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year-End Transaction as if the transaction was consummated during the fiscal year of the applicable Excess Cash Flow prepayment and the Excess Cash Flow Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Leverage Ratio and (2) such After Year-End Transaction shall not be applied to the calculation of the First Lien Leverage Ratio in connection with the determination of the Excess Cash Flow Percentage for purposes of any subsequent Excess Cash Flow prepayment. (ii) (A) Subject to Section 2.05(b)(ii)(B), if following the Closing Date (x) the Borrower or any of its Restricted Subsidiaries makes any Prepayment Asset Sale, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the Asset Sale Percentage of such excess Net Cash Proceeds have not been so invested realized or reinvested, received (the Borrowers “Applicable Asset Sale Proceeds”); provided that (1) no such prepayment shall promptly prepay the Obligations in the amount be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to utilize in excess of $100,000 not so invested or reinvested. The amount of each accordance with Section 2.05(b)(ii)(B) and (2) if at the time that any such prepayment shall would be applied required, the Borrower is required to offer to repurchase any Other Pari Indebtedness, then the remaining installment payments Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans on a ratable basis until paid in full. If and Other Pari Indebtedness at such time) and the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated remaining Net Cash Proceeds so received to the prepayment of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementOther Pari Indebtedness.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent are delivered pursuant to Section 7.01(b), commencing with the Fiscal Year ending December 31, 2025, the applicable Borrowers shall prepay the outstanding Term Loans in accordance with clause (vi) 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 Parent and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause ‎(A), the “Base ECF Prepayment Amount”) minus (B) at the option of the Parent, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period), the following (collectively, the “ECF Deductions”): (1) the aggregate principal amount of any Term Loans and Revolving Commitment Amount then Loans prepaid pursuant to Section 2.05(a); (2) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 8.03 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities (without regard to the control of remedies), voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (3) the amount of any reduction in effect the outstanding amount of any Term Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 8.03 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Facilities, resulting from any purchase or assignment made in accordance with Section 10.05 of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness; (4) all cash payments in respect of Capital Expenditures and all cash payments made to acquire IP Rights; (5) cash payments by the Parent and its Restricted Subsidiaries made (or committed or budgeted) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Parent and its Restricted Subsidiaries other than Indebtedness, except to the extent such cash payments were deducted in the calculation of Consolidated Net Income or Consolidated EBITDA for such period; (6) cash payments in respect of any Investment (including acquisitions) permitted by ‎Section 8.02 or otherwise consented to by the Required Lenders (other than Investments (x) in cash or Cash Equivalents or (y) in the Parent or any Loan Party) and/or any Restricted Payment permitted by ‎Section 8.06(a) (other than Restricted Payments set forth in Sections 8.06(a)(iii), 8.06(a)(iv) and 8.06(a)(xiii)) or otherwise consented to by the Required Lenders; (7) the aggregate consideration (i) required to be paid in cash by the Parent or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by ‎Section 8.02 or otherwise consented to by the Required Lenders and/or Restricted Payments described in clause (6) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in clause (6) above (clauses (i) and (ii) of this clause (7), the SBAC Borrowing Base as “Scheduled Consideration”) (other than Investments in (x) cash and Cash Equivalents or (y) the Parent or any Loan Party) to be consummated or made during the period of four consecutive Fiscal Quarters of the Parent following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) cash expenditures in respect of any Swap Contracts to the extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated EBITDA; and (9) the aggregate amount of expenditures actually made by the Parent and/or any Restricted Subsidiary in cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Restatement Effective Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were not expensed; in the case of each of clauses (1)-(9), (I) excluding any such payments, prepayments and expenditures made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior Fiscal Year, (II) in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Parent or its Restricted Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of cash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.05(b)(i) shall be required unless the principal amount of Term Loans required to be prepaid exceeds the greater of $324,000,000 and 15% of Consolidated EBITDA (and, in such case, only such amount in excess of the greater of $324,000,000 and 15% of Consolidated EBITDA shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Parent (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrowers may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, SBAC and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall immediately be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Cash Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds that are Material Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: in excess of (i) If either Borrower any single Disposition transaction or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event series of Loss related transactions with respect to assets having Disposition Consideration in excess of the greater of $162,000,000 and 7.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period and (ii) any Property which results other Disposition transactions with respect to assets having Disposition Consideration in excess of the greater of $324,000,000 and 15% of Consolidated EBITDA as of the last day of the most recently ended Test Period, for all such transactions on an aggregate basis in any Fiscal Year, the applicable Borrowers shall apply an amount equal to the Required Net Proceeds Percentage of such Net Cash Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (collectively, the “Subject Proceeds”; and any Net Cash Proceeds in excess respect of $100,000 individually any Prepayment Asset Sale or on a cumulative basis Net Insurance/Condemnation Proceeds that do not constitute Subject Proceeds, the “Excluded Proceeds”) to prepay the outstanding principal amount of Term Loans in any fiscal year accordance with clause (vi) below; provided that application of such thresholds shall be at the option of the Borrowers, then Parent; provided further that (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 18 months following receipt thereof (the “Reinvestment Period”) or (y) the Parent or any of its subsidiaries has contractually committed to so reinvest the Subject Proceeds during such Reinvestment Period and the Subject Proceeds are so reinvested within six months after the expiration of such Reinvestment Period; provided, however, that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the applicable Borrowers shall promptly prepay the outstanding principal amount of Term Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) (provided that the Parent may elect to deem certain expenditures (including Investments) that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable Net Cash Proceeds or Net Insurance/Condemnation Proceeds (as applicable) as having been reinvested in accordance with the provisions of this Section 2.05(b)(ii), but only to the extent such deemed expenditure (or Investment) shall have been made no earlier than (x) in the case of Net Cash Proceeds, the earliest of the execution of a definitive agreement with respect to such Prepayment Asset Sale or the consummation of the applicable Disposition and (y) in the case of Net Insurance/Condemnation Proceeds, the occurrence of the event in respect of which such Net Insurance/Condemnation Proceeds were received) and (B) if, at the time that any such prepayment would be required hereunder, the Parent or any of its Restricted Subsidiaries is required to prepay, repay or repurchase (or offer to prepay, repay or repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Term Loans and to the prepayment, repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the 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 2.05(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) In the event that the Parent or any of its Restricted Subsidiaries receives Net Cash Proceeds from the issuance or incurrence of Indebtedness by the Parent or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 8.03, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 8.03(p) or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 11.01(d)), the applicable Borrowers shall, substantially simultaneously with (and in any event not later than two Business Days thereafter) the receipt of such Net Cash Proceeds by the Parent or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (vi) below; (iv) Notwithstanding anything in this Section 2.05(b) to the contrary, (A) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.05(b)(i) or (ii) above to the extent such that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Cash Insurance/Condemnation Proceeds are actually invested received by any Foreign Subsidiary, as the case may be, for so long as the Parent determines in good faith that the repatriation to the Borrowers of any such amount would be prohibited or reinvested as described in delayed (beyond the Borrowers’ notice time period during which such prepayment is otherwise required to be made pursuant to Section 2.05(b)(i) or (ii) above) under any requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) solely within such ninety (90) day period. Promptly after 365 days following the end of such the applicable periodExcess Cash Flow Period or the event giving rise to the relevant Subject Proceeds, the applicable Borrowers shall notify take all commercially reasonable actions required by applicable requirements of Law to permit such repatriation and (ii) if the Administrative Agent whether such Borrower repatriation of the relevant affected Excess Cash Flow or such Subsidiary has invested or reinvested such Net Cash Proceeds Subject Proceeds, as described in the Borrowers’ noticecase may be, and is permitted under the applicable requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such Net director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Proceeds have not been so invested Flow Period or reinvestedthe event giving rise to the relevant Subject Proceeds, the Borrowers shall relevant Foreign Subsidiary will promptly prepay repatriate the Obligations relevant Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in the amount of any event not later than two Business Days after such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (iirepatriation) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.appli

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC Revolving Commitment Amount then in effect and (ii) the SBAC Borrowing Base as determined based on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three fifth Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time Day after the Outstanding SBAC Revolving Loans have been converted date on which the financial statements with respect to SBAC Term Loans or each Fiscal Year of the Outstanding SBF Revolving Loans have been converted Borrowers are required to SBF Term Loans, in each case, be delivered pursuant to Section 2.26: 5.01(b), commencing with the Fiscal Year ending on December 31, 2016 (i) If either Borrower or but not including any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect Excess Cash Flow attributable to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of period ending prior to the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossClosing Date)2018, the Borrowers shall prepay the Obligations outstanding Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b) in an aggregate principal amount equal to one hundred percent (100%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 commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness of the Borrowers or their Subsidiaries); provided that with respect to any Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% or 0% of Excess Cash Flow if the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of such Fiscal Year (but without giving effect to the payment required hereby) shall be less than or equal to 3.50 to2.25:1.00 or 1.50:1.00, respectively. (ii) No later than the fifth Business Day following the receipt by Holdings or any Subsidiary of Net Cash Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of $100,0002,500,000 in the aggregate in any Fiscal Year, the Borrowers shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds to prepay the outstanding principal amount of Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b); provided that if prior to the date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of the Borrowers’ intention to reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds in assets used or useful in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days business of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsCombined Group, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash Proceeds or Net Insurance/Condemnation Proceeds to the extent such Net Cash Proceeds or Net Insurance/Condemnation Proceeds are actually invested so reinvested within 12 months following receipt thereof, or if Holdings, any Borrower or any of Holdings’ Subsidiaries has committed to so reinvest such Net Proceeds or Net Insurance/Condemnation Proceeds during such 12-month period and such Net Proceeds or Net Insurance/Condemnation Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such 12-month period; provided, however, that if any Net Proceeds or Net Insurance/Condemnation Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall notify promptly prepay Term Loans in an amount equal to the Administrative Agent whether Net Proceeds or Net Insurance/Condemnation Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if, at the time that any such Borrower prepayment would be required hereunder, the Borrowers are required to offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Subsidiary has invested Indebtedness with Net Proceeds (such Indebtedness (or reinvested Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrowers may apply such Net Cash Proceeds as described in or Net Insurance/Condemnation Proceeds on a pro rata basis to the Borrowers’ notice, prepayment of the Term Loans and Additional Term Loans and to the extent repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans, Additional Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with OID) at such time; provided that the portion of such Net Cash Proceeds have or Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness shall not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in exceed the amount of such Net Cash Proceeds or Net Insurance/Condemnation 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 or Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans and Additional Term Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each prepayment of the Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment Indebtedness repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans and Additional Term Loans in accordance with the terms hereof. (iii) In the event that Holdings or any of its Subsidiaries shall receive Net Proceeds from the issuance or incurrence of Indebtedness of Holdings or any of its Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), the Borrowers shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by Holdings or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.10(b). (iv) Notwithstanding any provision under this Section 2.10(b) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.10(b)(i) or (ii) above shall not be required to be so prepaid to the extent any such Excess Cash Flow is generated by a Foreign Subsidiary, such Prepayment Asset Sale is consummated by a Foreign Subsidiary, such Net Insurance/Condemnation Proceeds are received by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law (the applicable Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes (including any Tax Distributions) payable or reserved against as a result thereof) to the repayment of the Term Loans and Additional Term Loans pursuant to this Section 2.10(b) to the extent provided herein; and (B) if the Borrower Representative determines in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans and Additional Term Loans pursuant to Section 2.10(b)(i) or (ii) above would result in adverse Tax consequences, taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Representative, the amount the Borrowers shall be required to mandatorily prepay pursuant to Section 2.10(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such adverse Tax liability; provided that, in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.10(b), (x) the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such reinvestments or prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes (including any Tax Distributions) that would have been payable or reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary or (y) such Net Proceeds or Net Insurance Condemnation Proceeds shall be applied to the repayment of Indebtedness of the applicable Foreign Subsidiary; provided, further, that to the extent that the repatriation of any Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have an adverse Tax consequence, an amount equal to the Net Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clauses (x) and (y), shall be promptly applied to the repayment of the Term Loans and Additional Term Loans pursuant to Section 2.10(b) as otherwise required above (without regard to this clause (iv)). (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans and Additional Term Loans required to be made by the Borrowers pursuant to this Section 2.10(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrowers and shall be added (without duplication) to the calculation of the Available Amount in accordance with the definition thereof; provided, further, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.10(b)(iii) above to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c). If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified by the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans and Additional Term Loans. (vi) Except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, (A) each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Term Loans, all accepted prepayments under Section 2.10(b)(i), (ii) or (iii) shall be applied first against the next 6 scheduled installments of principal due in respect of the Term Loans in direct order of maturity until such installments are paid in full and then against remaining installment payments scheduled installments of principal due in respect of the Term Loans on a ratable basis until pro rata basis, and (C) each such prepayment shall be paid to the Term Lenders in fullaccordance with their respective Applicable Percentage. If the Administrative Agent or the Required Lenders so request, all proceeds The amount of such Disposition or Event of Loss mandatory prepayments shall be deposited with applied on a pro rata basis to the Administrative Agent and held by it in an account at then outstanding Term Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or LIBO Rate Loans; provided that the Administrative Agent. So long as no Default or Event of Default exists, amount thereof shall be applied first to ABR Loans to the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for full extent thereof before application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertyLIBO Rate Loans. (iivii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, In the Borrowers shall promptly notify event and on each Business Day on which the Administrative Agent of Aggregate Revolving Credit Exposure exceeds the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumptionTotal Revolving Credit Commitments, the Borrowers shall prepay the Obligations Revolving Loans or Swingline Loans and/or reduce LC Exposure, in an aggregate amount equal to such excess by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Revolving Loans or Swingline Loans or (B) with respect to such excess LC Exposure, deposit of Cash in the LC Collateral Account or “backstopping” or replacement of such Letters of Credit, in each case, in an amount equal to 103% of such excess LC Exposure (but in any event, such payments of Revolving Loans or Swingline Loans and such deposits of Cash or “backstopping” or replacements of Letters of Credit shall in the aggregate be equal to such excess) and pursuant to arrangements (and with “backstop” letter of credit issuers) reasonably acceptable to the applicable Issuing Banks. (viii) The Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under Section 2.10(b)(i), (ii) or (iii), a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the amount of such Net Cash Proceedsprepayment. The Each such certificate shall specify the Borrowings being prepaid and the principal amount of each such prepayment Borrowing (or portion thereof) to be prepaid. Prepayments shall be applied accompanied by accrued interest as required by Section 2.12. All prepayments of Borrowings under this Section 2.10(b) shall be subject to Section 2.11(e) (in the remaining installment payments case of the Term Loans on prepayments under clause (iii) above as part of a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder Repricing Transaction) and Section 2.15, but shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 otherwise be without premium or any other terms of this Agreementpenalty.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) Within five Business Days after the Aggregate SBAC Revolving Commitment Amount then in effect earlier of (x) 90 days after the end of each Excess Cash Flow Period and (iiy) the SBAC Borrowing Base as determined based date on the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and in any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans which financial statements have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, delivered pursuant to Section 2.26: 6.01(a) (icommencing with the Excess Cash Flow Period ending December 31, 2018) If either and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower or any Subsidiary shall at any time or from time cause to time make or agree be prepaid an aggregate principal amount of Term Loans in an amount equal to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify Applicable ECF Percentage of Excess Cash Flow, if any, for the Administrative Agent of such proposed Disposition Excess Cash Flow Period covered or Event of Loss (including the amount of the estimated Net Cash Proceeds required to be received have been covered by such Borrower or such Subsidiary in respect thereof) and financial statements minus (B) promptly upon receipt without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, all voluntary prepayments of principal of Term Loans, Incremental Equivalent Debt (to the extent secured by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of LossCollateral on a first lien basis), Permitted First Priority Refinancing Debt and Revolving Loans and Other Revolving Loans (to the Borrowers shall prepay extent the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvestRevolving Commitments and/or Other Revolving Loan Commitments, as applicable, within ninety are permanently reduced by the amount of such prepayments) during such Excess Cash Flow Period (90including any voluntary prepayments or buybacks of Term Loans made pursuant to Section 10.04(m) days of in an amount equal to (x) the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section discounted amount actually paid in respect of the principal amount of such Net Cash Proceeds Term Loans or (y) if the amount actually paid in respect of the principal amount of such Term Loans is greater than par, the par amount) to the extent such Net Cash Proceeds prepayments are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited funded with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such PropertyInternally Generated Cash. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth (5th) Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Parent Borrower shall prepay the outstanding principal amount of Subject 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) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for the Calculation Period then ended, minus (B) $15,000,000 minus (C) unless otherwise elected by the Parent Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (1) any Initial Term Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Commitment Amount then in effect Loans prepaid pursuant to Section 2.11(a), any ABL Loans and any Permitted Senior Secured Debt, and (ii2) any Replacement Notes, based upon the actual amount of cash paid in connection with the relevant assignment or purchase, except, in each case, to the extent financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the ABL Facility, any Incremental Revolving Facility and any Replacement Revolving Facility, to the extent accompanied by a permanent reduction in the relevant commitment, minus (D) all Cash payments in respect of capital expenditures as would be reported in the Parent Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the option of the Parent Borrower, in the case of any Calculation Period, any Cash payments in respect of any such capital expenditures made prior to the date of the Excess Cash Flow payment in respect of such Calculation Period, except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (E) Cash payments made during such Calculation Period (or, at the option of the Parent Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the SBAC Borrowing Base as Parent Borrower or any of its Restricted Subsidiaries), except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (F) unless otherwise elected by the Parent Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), Cash payments made during such Calculation Period (or, at the option of the Parent Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Restricted Payments made under Sections 6.04(a)(i), (ii), (iv), (v), (viii)(B), (xi), (xiii) and (xv). Notwithstanding the foregoing, (I) if at the time that any such prepayment would be required, the Parent Borrower (or any other Restricted Subsidiary of the Parent Borrower) is also required to Prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Parent Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, SBAC and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall immediately be reduced accordingly; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (II) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, the declined amount shall promptly (and in any event within three ten (10) Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Term Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on the terms hereof (unless such excess amountother application is otherwise permitted hereunder). (bii) If at No later than the fifth (5th) Business Day following the receipt of Net Proceeds in respect of any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of Prepayment Asset Sale or Net Insurance/Condemnation Proceeds (iin each case, excluding Net Proceeds attributable to (x) the Aggregate SBF Revolving Commitment Amount then in effect and Performance Chemicals Sale or (iiy) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansABL Priority Collateral), in each case, pursuant to Section 2.26: in excess of $30,000,000 in the aggregate in any Fiscal Year (i) If either Borrower in each case, the amount of such excess, the “Subject Proceeds”; provided that, any Prepayment Asset Sale or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event Net Insurance/Condemnation Proceeds the Net Proceeds of Loss which are less than $20,000,000 with respect to any Property which results single event or transaction (or series of related events or transactions) shall not be subject to this Section 2.11(b)(ii)), the Parent Borrower shall apply an amount equal to the Asset Sale Prepayment Percentage of such Subject Proceeds to prepay the outstanding principal amount of Subject Loans in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in accordance with clause (vi) below; provided, that if, prior to the date any fiscal year of such prepayment is required to be made, the Borrowers, then (A) the Borrowers shall promptly notify Parent Borrower notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event of Loss useful in the business (including the amount of the estimated Net other than Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%Equivalents) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Parent Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days any of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsits subsidiaries, then so long as no Default or Event of Default then exists, the Borrowers Parent Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (A) the Subject Proceeds are actually invested so reinvested within fifteen (15) months following receipt thereof or (B) the Parent Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 15-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety six (906) day period. Promptly months after the end expiration of such applicable 15-month period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Parent Borrower shall promptly prepay the Obligations in outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that (x) if, at the time that any such prepayment would be required hereunder, the Parent Borrower or any of its Restricted Subsidiaries is required to Prepay (or offer to repay or repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the Prepay of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount)); provided, further, that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof, and (y) to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness 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 Subject Loans in accordance with the terms hereof. Notwithstanding anything to the contrary herein or in any other Loan Document, the Net Cash Proceeds in excess of $100,000 any Disposition of any ABL Collateral shall not so invested or reinvested. The amount of each such prepayment shall be required to be applied to the remaining installment payments prepayment of the Initial Term Loans on hereunder. (iii) In the event that a ratable basis Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by such Borrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Replacement Term Loans, Replacement Revolving Facility or Replacement Notes incurred to refinance all or a portion of any Class or Classes of Term Loans (as determined by such Borrower) in accordance with the requirements of Section 9.02(c)), or (B) Incremental Loans or Incremental Equivalent Debt incurred to refinance all or a portion of any Class or Classes of Term Loans to the extent required by the terms thereof to prepay or offer to prepay such Term Loans and such Incremental Loans or Incremental Equivalent Debt do not constitute utilization of the Incremental Cap pursuant to Section 2.22), such Borrower shall, promptly upon (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by such Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) the Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(i) or (ii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrowers of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (it being agreed that, solely during the period within one (1) year following the date such prepayments are required to be made, the Borrowers shall, and shall cause the applicable Foreign Subsidiary to, promptly use commercially reasonable efforts to take all actions required by applicable Requirements of Law to permit such repatriation) and if after taking such actions, the affected Subject Proceeds or Excess Cash Flow, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above within one (1) year following the date such prepayments are required to be made, the relevant Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds or Excess Cash Flow, as the case may be, and the repatriated Subject Proceeds or Excess Cash Flow, as the case may be, will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Initial Term Loans and other Term Loans required pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)(A)) or the Parent Borrower or another subsidiary may, at its option, apply to such repayment an equivalent amount with the Foreign Subsidiary not repatriating the actual Subject Proceeds or Excess Cash Flow; and (B) if the Parent Borrower determines in good faith that the repatriation (or other intercompany distribution) to a Borrower of any amounts required to mandatorily prepay the Initial Term Loans and other Term Loans pursuant to Section 2.11(b)(i) or (ii) above would result in any Parent Company, Holdings, a Borrower or any Restricted Subsidiary incurring material Tax liabilities (including any material withholding Tax) or material adverse Tax consequences (such amount, a “Restricted Amount”), as reasonably determined by the Parent Borrower, the amount a Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until paid such time as the Restricted Amount may be repatriated (or otherwise distributed) to a Borrower without the incurrence of such material Tax liability or material adverse Tax consequences (each, as determined in full. If good faith by the Parent Borrower); provided, that to the extent that the repatriation (or other intercompany distribution) of any Subject Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have a material Tax liability or material adverse Tax consequences within one (1) year following the date such prepayments are required to be made, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to preceding clause (B), shall be promptly applied to the repayment of the Initial Term Loans and Additional Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv)(B)); (v) Each Lender may elect, by notice to the Administrative Agent at or prior to the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with time and in the Administrative Agent and held manner specified by it in an account at the Administrative Agent. So long as no Default or Event , prior to any prepayment of Default existsInitial Term Loans and Additional Term Loans required to be made by the Borrowers pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the Administrative Agent “Declined Proceeds”); provided that (A) to the extent that any such prepayment is authorized to disburse amounts representing such proceeds from such account to or at declined, the Borrowers’ direction for application to or reimbursement remaining amount thereof may be retained by the Borrowers and (B) for the costs avoidance of replacingdoubt, rebuilding no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with Indebtedness described in clauses (A) or restoring such Property. (iiB) of Section 2.11(b)(iii) above. If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the estimated Net Cash Proceeds time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such incurrence or assumption to be received by or for Lender’s Applicable Percentage of the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the total amount of such Net Cash Proceeds. The amount mandatory prepayment of Initial Term Loans and Additional Term Loans. (vi) Except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, (A) each such prepayment of Initial Term Loans and other Term Loans required pursuant to this Section 2.11(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Initial Term Loans or Additional Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Initial Term Loans and Additional Term Loans, all accepted prepayments under Section 2.11(b)(i), (ii) or (iii) shall be applied against the remaining installment payments scheduled installments of principal due in respect of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.Initial T

Mandatory Prepayments. (a) If Unless the Required Lenders otherwise agree, if at any time and from time to time the SBAC Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Availability at such time, the Company and/or the Local Borrowing Subsidiaries shall immediately repay (without a corresponding reduction in the Aggregate Commitment) the Revolving Credit Exposure Loans, the Swing Line Loans, the Local Loans, the Acceptances and/or the L/C Reimbursement Obligations (and, to the extent necessary, cause the then outstanding Undrawn L/C Obligations to be Fully Secured) in accordance with the provisions of all SBAC Section 7.4 by the amount equal to such excess. (b) Unless the Required Lenders exceeds otherwise agree, if at any time and from time to time the lesser sum (based on the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 10.17 or at the request of the Administrative Agent) of (i) the Aggregate SBAC Revolving Commitment Amount then aggregate outstanding principal amount of Local Loans denominated in effect and Dollars which are owing by the Local Borrowers to a Local Fronting Lender, (ii) the SBAC Equivalent in Dollars of 105% of the aggregate outstanding principal amount of Local Loans denominated in the relevant Denomination Currency which are owing by the Local Borrowers to such Local Fronting Lender and (iii) the Equivalent in Dollars of 105% of the aggregate undiscounted face amount of Acceptances in the relevant Denomination Currency which are owing by the relevant Local Borrowing Base as determined based on Subsidiary to such Local Fronting Lender, exceeds the most recently delivered SBAC Borrowing Base CertificateCurrency Sublimit for such Local Fronting Lender, SBAC such Local Borrowers shall, within three Business Days, repay the Local Loans and Acceptances owing by them to such Local Fronting Lender by the amount equal to such excess. (c) [Intentionally Omitted.]; (d) On the Multi-Currency Termination Date, the Aggregate Commitment shall immediately terminate and the Borrowers shall cause all Payment Obligations in respect of the Aggregate Actual Outstanding Multi-Currency Extensions of Credit to be Fully Satisfied. (e) Promptly following a Net Proceeds Event (and in any event within three one Business DaysDay following receipt by the relevant Person of the Net Proceeds from such Net Proceeds Event): (i) repay SBAC unless the Required Lenders otherwise agree, the Term Loans and the Revolving Credit Loans andshall be repaid (without any corresponding reduction of the Aggregate Commitment) in the manner set forth in Section 7.4(a), if necessaryby the amount equal to the aggregate amount of Net Proceeds received from Net Proceeds Events described in clause (a) of such definition; (ii) unless the Required Lenders otherwise agree, SBAC Swing Loansthe Term Loans and the Revolving Credit Loans shall be repaid (without any corresponding reduction of the Aggregate Commitment), in the manner set forth in Section 7.4(a), by the amount equal to the portion of the aggregate amount of Net Proceeds (other than the Net Proceeds from Resale Transactions) received by the Company and its Subsidiaries from all Net Proceeds Events described in clause (b) of such definition; provided, however, that (x) no such prepayment of the Term Loans or the Revolving Credit Loans shall be required pursuant to this Section 7.3(e)(ii) with respect to any sale, lease, transfer or other disposition of Term Loan Collateral during any twelve-month period ending on March 31 of each year to the extent that the aggregate amount of such Net Proceeds, together with all accrued other Net Proceeds described in this Section 7.3(e)(ii) received during such period from any sale, lease, transfer or other disposition of Term Loan Collateral, is less than $10,000,000 (or $25,000,000 for the twelve month period ending on March 31, 2012) or the Equivalent in any other currency thereof; provided, further, that in the event that the aggregate Net Proceeds described in this clause (x) received during such twelve-month period (the “Annual Net Proceeds”) is less than $10,000,000 (or $25,000,000 for the twelve month period ending on March 31, 2012), the difference between $10,000,000 (or $25,000,000 for the twelve month period ending on March 31, 2012) and unpaid interest on the Annual Net Proceeds may be added to the $10,000,000 permitted to be excluded from the prepayment of the Term Loans or the Revolving Credit Loans pursuant to this clause (x) applicable to any subsequent twelve-month period (up to a maximum excluded amount not to exceed $25,000,000 in any such excess amounttwelve-month period) and (y) for purposes of this Section 7.3(e)(ii) only, the term “Net Proceeds” shall not include the Net Proceeds from any Specified Disposition to the extent that the aggregate amount of Net Proceeds from all Specified Dispositions since the date hereof does not exceed $25,000,000; provided, however, that any Reinvestment Amount that is not used for the purpose certified by a Responsible Officer of the Company shall become Net Proceeds at the end of the applicable 365 or 545, as applicable, day period (in accordance with the definition of “Reinvestment Amount”) and the Company shall repay the Loans promptly (but in any event within one Business Day following the end of such 365 or 545 day period) in an amount equal to such unused Reinvestment Amount to the extent required under this Section 7.3(e)(ii); and (iii) unless the Required Lenders otherwise agree, the Revolving Credit Loans shall be repaid (without any corresponding reduction of the Aggregate Commitment) by the Net Proceeds received by the Company and its Subsidiaries from all Net Proceeds Events in respect of Specified Dispositions to the extent excluded from clause (ii) above. (bf) If If, any Borrower would incur costs pursuant to Section 7.11 as a result of any payment due pursuant to this Section 7.3 (other than clause (h) below), such Borrower may deposit the amount of such payment with the Administrative Agent, for the benefit of the relevant Lenders, in a Cash Collateral Account under the control of the Administrative Agent, until the end of the applicable Interest Period at which time such payment shall be made (provided that such deposit does not violate any provision of any Indenture then in effect). Each Borrower hereby grants to the Administrative Agent, for the benefit of such Lenders, a security interest (or, if the applicable Borrower is a Local Borrowing Subsidiary organized under the laws of the Commonwealth of Australia or any political subdivision thereof, the Administrative Agent shall have a right to apply and setoff such payment toward any amount payable by such Local Borrowing Subsidiary at the end of the applicable Interest Period) in all amounts in which such Borrower has any right, title or interest which are from time to time on deposit in such Cash Collateral Account and expressly waives all rights (which rights such Borrower hereby acknowledges and agrees are vested exclusively in the Administrative Agent) to exercise dominion or control over any such amounts. (g) [Intentionally Omitted.]; (h) The Borrowers hereby irrevocably waive the right to direct, during a Liquidity Event Period or, prior to the delivery of a Notice of Actionable Default, at any time an Event of Default has occurred and is continuing, the SBF Revolving Credit Exposure application of all SBF funds in the Cash Concentration Account or any other Approved Deposit Account (or any Cash Collateral Account under the direction of any Loan Party, if any) and agree that the Administrative Agent may (in its sole discretion exercised reasonably) and, upon the written direction of the Required Lenders exceeds the lesser of given at any time during such Liquidity Event Period, shall (i) the Aggregate SBF Revolving Commitment Amount then deliver a Blockage Notice (or similar term, as defined in effect each Deposit Account Control Agreement) to each Deposit Account Bank for each Approved Deposit Account and (ii) apply all available funds in (A) the SBF Borrowing Base Cash Concentration Account or any other Approved Deposit Account on a daily basis (but only so long as determined based on such Liquidity Event Period or Event of Default, as the most recently delivered SBF Borrowing Base Certificatecase may be, SBF shall immediately (and in any event within three Business Daysis continuing) as follows: first, to repay SBF Revolving the outstanding principal amount of the Swing Line Loans and, if necessary, SBF until such Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Line Loans have been converted repaid in full; and second, to SBAC Term repay the outstanding principal balance of the Revolving Credit Loans or the Outstanding SBF until such Revolving Credit Loans shall have been converted repaid in full and (B) such Cash Collateral Account for the purposes contemplated under the Loan Documents in its sole discretion exercised reasonably. The Administrative Agent agrees to SBF Term Loansuse its commercially reasonable efforts to apply such funds in accordance with this Section 7.3(h), in each case, pursuant and the Borrowers consent to Section 2.26: such application. Without diminishing the control of the Collateral Agent (iunder the direction of the applicable Agent) If either Borrower or any Subsidiary shall at any time or over amounts from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis deposit in any fiscal year Cash Collateral Account, the applicable Agent shall from time to time (upon the request of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then Company so long as no Default or Event of Default then exists, shall have occurred and be continuing) direct the Borrowers shall not be required Collateral Agent to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds promptly return to the extent Company any amounts on deposit in such Net Cash Proceeds Collateral Account which are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The the amount of each such prepayment shall required to be applied to deposited therein under the remaining installment payments of the Term Loans on a ratable basis until paid in fullLoan Documents. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or no Liquidity Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default existsshall be continuing, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowersshall not deliver any Blockage Notice and shall, upon receipt of three Business Days’ direction for application to or reimbursement for the costs prior written notice and a certificate of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent a Responsible Officer of the estimated Net Cash Proceeds Company that no Liquidity Event or Event of Default is continuing, withdraw all Blockage Notices in effect at such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreementtime.

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC tenth Business Day after the date on which the financial statements with respect to each Fiscal Year of Parent are delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2021, the Borrower shall prepay Subject Loans in accordance with clause (vi) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of Parent and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended (this clause (A), the “Base ECF Prepayment Amount”), minus (B) at the option of Parent, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period), the following (collectively, the “ECF Deductions”): (1) the aggregate principal amount of any Initial Term Loans, Additional Term Loans or Revolving Commitment Amount then Loans prepaid pursuant to Section 2.11(a) (or contractually committed to be prepaid, with an increase in effect the applicable future period to the extent so deducted but not actually prepaid); (2) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 (to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities) voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (3) the amount of any reduction in the outstanding amount of any Term Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 (to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities) resulting from any purchase or assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness, but only to the extent of the actual price paid in connection with such purchase or assignment; (4) all Cash payments in respect of Capital Expenditures and all Cash payments made to acquire IP Rights; (5) Cash payments by Parent and its Restricted Subsidiaries made (or committed or budgeted) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of Parent and its Restricted Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA for such period; (6) Cash payments in respect of any Investment (including acquisitions) permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in Parent or any Restricted Subsidiary) and/or any Restricted Payment permitted by Section 6.04(a); (7) the aggregate consideration (i) required to be paid in Cash by Parent or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 6.06 and/or Restricted Payments described in clause (6) above and/or (ii) otherwise committed or budgeted to be made in connection with Capital Expenditures, acquisitions or other Investments and/or Restricted Payments described in clause (6) above (clauses (i) and (ii) of this clause (7), the SBAC Borrowing “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) Parent or any Restricted Subsidiary) to be consummated or made during the period of four consecutive Fiscal Quarters of Parent following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments or Restricted Payments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) Cash expenditures in respect of any Hedge Agreement to the extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA; and (9) the aggregate amount of expenditures actually made by Parent and/or any Restricted Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), to the extent that such expenditures were not expensed; in the case of each of clauses (1)-(9), (I) excluding any such payments, prepayments and expenditures 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, (II) in the case of any prepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment and (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of Parent or its Restricted Subsidiaries; provided that (x) no prepayment under this Section 2.11(b)(i) shall be required unless the principal amount of Subject Loans required to be prepaid exceeds $10,000,000 (and, in such case, only such amount in excess of $10,000,000 shall be required to be prepaid) and (y) to the extent the aggregate ECF Deductions for any Excess Cash Flow Period exceeds the Base ECF Prepayment Amount for such period, Parent may carry forward such excess as additional ECF Deductions to any subsequent Excess Cash Flow Period; provided, further, that if at the time that any such prepayment would be required, Parent (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then Parent may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Subject Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Subject Loans and to the prepayment of the relevant Other Applicable Indebtedness, SBAC and the amount of prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall immediately be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Subject Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Subject Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (bii) If No later than (x) the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, or (y) in the event that at the time of such Prepayment Asset Sale or event giving rise to Net Insurance/Condemnation Proceeds any time Other Subject Indebtedness is outstanding, the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser earlier of (iA) the Aggregate SBF Revolving Commitment Amount then 90th day following the receipt of Net Proceeds in effect respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, as applicable, and (iiB) the SBF Borrowing Base as determined based date on which Parent or any of its Subsidiaries uses any of such Net Proceeds to prepay or repurchase Other Subject Indebtedness pursuant to an asset sale offer made in accordance with the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after provisions of the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans indenture or other agreement governing the Outstanding SBF Revolving Loans have been converted to SBF Term Loansterms thereof, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis 50,000,000 in any fiscal year Fiscal Year, the Borrower shall apply an amount equal to 100% of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (collectively, then the “Subject Proceeds”; and any such Net Proceeds or Net Insurance/Condemnation Proceeds that do not constitute Subject Proceeds, the “Excluded Proceeds”) to prepay the outstanding principal amount of Subject Loans in accordance with clause (vi) below; provided that (A) if prior to the Borrowers shall promptly notify date any such prepayment is required to be made, Parent notifies the Administrative Agent of such proposed Disposition its intention to reinvest the Subject Proceeds in assets used or Event useful in the business of Loss the Borrower or any of its Restricted Subsidiaries (including the amount of the estimated Net Permitted Acquisitions and other Investments not prohibited by this Agreement (other than a direct Investment in Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assetsEquivalents)), then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 18 months following receipt thereof or (y) Parent or any of its subsidiaries has contractually committed to so reinvest the Subject Proceeds during such 18-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 18-month period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Parent shall promptly prepay the Obligations outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) (provided that Parent may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable Net Proceeds or Net Insurance/Condemnation Proceeds (as applicable) as having been reinvested in accordance with the provisions of this Section 2.11(b)(ii), but only to the extent such deemed expenditure shall have been made no earlier than (x) in the case of Net Proceeds, the earlier of the execution of a definitive agreement with respect to such Prepayment Asset Sale or the consummation of the applicable Disposition and (y) in the case of Net Insurance/Condemnation Proceeds, the occurrence of the event in respect of which such Net Insurance/Condemnation Proceeds were received) and (B) if, at the time that any such prepayment would be required hereunder, Parent or any of its Restricted Subsidiaries is required to prepay, repay or repurchase (or offer to prepay, repay or repurchase) any Other Applicable Indebtedness, then the relevant Person shall reduce the amount of the Subject Proceeds to be applied pursuant to this this Section 2.11(b)(ii) in respect of the Subject Loans by an amount equal to the product of (1) the amount of such Net Cash Proceeds in excess and (2) a fraction, the numerator of $100,000 not so invested or reinvested. The which is the outstanding principal amount of each such Other Applicable Indebtedness and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness and the outstanding principal amount of the Subject Loans; it being understood that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyreduced accordingly. (iiiii) If either Borrower In the event that Parent or any Subsidiary shall incur of its Restricted Subsidiaries receives Net Proceeds from the issuance or assume incurrence of Indebtedness by Parent or any Indebtedness of its Restricted Subsidiaries (other than Permitted Indebtednesswith respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans in accordance with the requirements of Section 9.02(b)), the Borrowers shall promptly notify Borrower shall, substantially simultaneously with (and in any event not later than two Business Days thereafter) the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The Proceeds by Parent or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of each the relevant Initial Term Loans in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) Parent shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i), (ii) or (iii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred by any Foreign Subsidiary to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(b)), as the case may be, for so long as Parent determines in good faith that the repatriation to Parent of any such amount would be prohibited or delayed (beyond the time period during which such prepayment shall is otherwise required to be applied made pursuant to Section 2.11(b)(i), (ii) or (iii) above) under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) solely within 365 days following the end of the applicable Excess Cash Flow Period, the event giving rise to the remaining installment payments relevant Subject Proceeds or the receipt of proceeds from the respective incurrence of Indebtedness, Parent shall use commercially reasonable efforts required by applicable Requirements of Law to permit such repatriation and (ii) if the repatriation of the Term Loans on relevant affected Excess Cash Flow, Subject Proceeds or Indebtedness proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a ratable basis until paid material risk of personal or criminal liability for the Persons described above, in full. The Borrowers acknowledge that their performance hereunder shall not limit either case, within 365 days following the rights and remedies end of the Lenders for any breach of Section 8.2 applicable Excess Cash Flow Period, the event giving rise to the relevant Subject Proceeds or any other terms of this Agreement.th

Mandatory Prepayments. (a) If at any time the SBAC Revolving Credit Exposure of all SBAC Lenders exceeds the lesser of (i) No later than the Aggregate SBAC fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the U.S. Borrower are delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2021, the Borrower shall prepay Subject Loans in accordance with clause (vi) 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 and its Restricted Subsidiaries for the Excess Cash Flow Period then most recently ended minus (B) at the option of the Borrower, to the extent occurring during such Excess Cash Flow Period (or occurring after such Excess Cash Flow Period and prior to the date of the applicable Excess Cash Flow payment), and without duplication (including duplication of any amounts deducted in any prior Excess Cash Flow Period), the following: (1) the aggregate principal amount of any Term Loans and Revolving Commitment Amount then Loans prepaid pursuant to Section 2.11(a); (2) the aggregate principal amount of any Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities, voluntarily prepaid, repurchased, redeemed or otherwise retired (or contractually committed to be prepaid, repurchased, redeemed or otherwise retired); (3) the amount of any reduction in effect the outstanding amount of any Term Loans, Incremental Equivalent Debt, Replacement Debt and/or any other Indebtedness permitted to be incurred pursuant to Section 6.01 to the extent secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Credit Facilities, resulting from any purchase or assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (with respect to Term Loans) and any equivalent provisions with respect to any Incremental Equivalent Debt, Replacement Debt and/or such other Indebtedness; (4) all Cash payments in respect of Capital Expenditures as would be reported in the U.S. Borrower’s consolidated statement of cash flows and all Cash payments made to acquire IP Rights; (5) Cash payments by the Borrower and its Restricted Subsidiaries made (or committed) in respect of long-term liabilities (including for purposes of clarity, the current portion of such long-term liabilities) of the Borrower and its Restricted Subsidiaries other than Indebtedness, except to the extent such Cash payments were deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA for such period; (6) Cash payments in respect of any Investment (including acquisitions) permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments (x) in Cash or Cash Equivalents or (y) in the Borrower or any Restricted Subsidiary); (7) the aggregate consideration (i) required to be paid in Cash by the Borrower or its Restricted Subsidiaries pursuant to binding contracts entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders and/or (ii) otherwise committed to be made in connection with Capital Expenditures, acquisitions or Investments (clauses (i) and (ii) of this clause (7), the SBAC Borrowing Base as “Scheduled Consideration”) (other than Investments in (x) Cash and Cash Equivalents or (y) the Borrower or any Restricted Subsidiary) to be consummated or made during the period of four consecutive Fiscal Quarters of the U.S. Borrower following the end of such period; provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions or Investments during such subsequent period of four consecutive Fiscal Quarters is less than the Scheduled Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters; (8) Cash expenditures in respect of any Hedge Agreement during such period to the extent not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA; and (9) the aggregate amount of expenditures actually made by the Borrower and/or any Restricted Subsidiary in Cash (including any expenditure for the payment of fees or other Charges (or any amortization thereof for such period) in connection with any Disposition, incurrence or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction, amendment or modification of any debt instrument, including this Agreement, and including, in each case, any such transaction consummated prior to, on or after the Closing Date, and Charges incurred in connection therewith, whether or not such transaction was successful), in each case to the extent that such expenditures were not expensed; in the case of each of clauses (1)-(9), (I) excluding any such payments, prepayments and expenditures 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, (II) in the case of any prepayment, repurchase, redemption, retirement, purchase or assignment of revolving Indebtedness, only to the extent accompanied by a permanent reduction in the relevant commitment, (III) only to the extent that such payments, prepayments and expenditures were not financed with the proceeds of long-term funded Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of cash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.11(b)(i) shall be required unless the principal amount of Subject Loans required to be prepaid exceeds $10,000,000 (and, in such case, only such amount in excess of $10,000,000 shall be required to be prepaid); provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness that is secured on a pari passu basis (without regard to the control of remedies) with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined based on the most recently delivered SBAC Borrowing Base Certificatebasis of the aggregate outstanding principal amount of the Subject Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Subject Loans and to the prepayment of the relevant Other Applicable Indebtedness, SBAC and the amount of prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall immediately be reduced accordingly; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Subject Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within three ten Business DaysDays after the date of such rejection) repay SBAC Revolving be applied to prepay the Subject Loans and, if necessary, SBAC Swing Loans, together in accordance with all accrued and unpaid interest on such excess amountthe terms hereof. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) No later than the SBF Borrowing Base as determined based on fifth Business Day following the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of (x) $100,000 individually or on a cumulative basis 7,500,000 in any fiscal year single transaction or series of related transactions and (y) $15,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to the Required Net Proceeds Percentage of the BorrowersNet Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (collectively, then the “Subject Proceeds”) to prepay the outstanding principal amount of Subject Loans in accordance with clause (vi) below; provided that (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested reinvested in assets used or reinvested as described useful in the Borrowers’ notice business of the Borrower or any of its Restricted Subsidiaries (including Permitted Acquisitions or other permitted Investments, but excluding Cash or Cash Equivalents) within 15 months following receipt thereof (the “Reinvestment Period”) or (y) the Borrower or any of its Restricted Subsidiaries has contractually committed to so reinvest the Subject Proceeds during such ninety (90) day period. Promptly Reinvestment Period and the Subject Proceeds are so reinvested within six months after the end expiration of such applicable periodReinvestment Period; provided, however, that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to prepay, repay or repurchase (or offer to prepay, repay or repurchase) any Other Applicable Indebtedness, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the prepayment, repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in excess of $100,000 not so invested or reinvested. The accordance with the terms hereof), and the amount of each the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such prepayment Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments of the Term Subject Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited accordance with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Propertyterms hereof. (iiiii) If either In the event that the Borrower or any Subsidiary shall incur of its Restricted Subsidiaries receives Net Proceeds from the issuance or assume incurrence of Indebtedness by the Borrower or any Indebtedness of its Restricted Subsidiaries (other than Permitted with respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Initial Dollar Term Loans or Initial Euro Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Dollar Term Loans or Initial Euro Term Loans in accordance with the requirements of Section 9.02(c)), the Borrower shall, substantially simultaneously with (and in any event not later than two Business Days thereafter) the receipt of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, in accordance with clause (vi) below. (iv) Notwithstanding anything in this Section 2.11(b) to the contrary, (A) the U.S. Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i), (ii) or (iii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred by any Foreign Subsidiary to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), as the case may be, for so long as the U.S. Borrower determines in good faith that the repatriation to the U.S. Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.11(b)(i), (ii) or (iii) above) under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) solely within 365 days following the end of the applicable Excess Cash Flow Period, the event giving rise to the relevant Subject Proceeds or the receipt of proceeds from the respective incurrence of Indebtedness, the Borrowers Borrower shall promptly notify take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation and (ii) if the Administrative Agent repatriation of the estimated Net relevant affected Excess Cash Flow, Subject Proceeds or Indebtedness proceeds, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such incurrence director, or assumption result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the end of the applicable Excess Cash Flow Period, the event giving rise to the relevant Subject Proceeds or the receipt of Net Proceeds in respect of any such Indebtedness, the relevant Foreign Subsidiary will promptly repatriate the relevant Excess Cash Flow, Subject Proceeds or Net Proceeds in respect of Indebtedness, as the case may be, and the repatriated Excess Cash Flow, Subject Proceeds or Net Proceeds in respect of Indebtedness, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such Excess Cash Flow, such Subject Proceeds or such Net Proceeds in respect of Indebtedness, as a result thereof, in each case by any Loan Party, such Loan Party’s subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of Subject Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i), (ii) or (iii) to the extent that the relevant Excess Cash Flow is generated by any Joint Venture or the relevant Subject Proceeds or Net Proceeds in respect of Indebtedness are received by or any Joint Venture for so long as the account Borrower determines in good faith that the distribution to the Borrower of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Excess Cash Proceeds of such incurrence or assumptionFlow, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.Subject Pr

Mandatory Prepayments. Notwithstanding the provisions of Section 2.13(g) of the Credit Agreement, the proceeds of any Pari Passu Debt shall not be required to be applied to prepay 2018 Term F Loans until the 2017 Term E Loans have been repaid in full and until such time any such proceeds shall be allocated to the payment of Term Loans in accordance with Section 2.13(g) of the Credit Agreement as if no 2018 Term F Loans were outstanding. From and after the time that the 2017 Term E Loans are no longer outstanding, the proceeds of any Pari Passu Debt shall be applied in accordance with Section 2.13(g) of the Credit Agreement without giving effect to the prior sentence of this paragraph. Applicable Percentage: The Applicable Percentage will be, with respect to any Eurodollar 2018 Term F Loan, 3.25% per annum, and with respect to any ABR 2018 Term F Loan, 2.25% per annum. EXHIBIT B-1 Form of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC Legal Opinion ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (a615) If at any time 742-6200 March 9, 2015 Credit Suisse AG, as Administrative Agent, Collateral Agent, and Issuing Bank Credit Suisse Securities (USA) LLC, as Sole Book Runner and Sole Lead Arranger, Each of the SBAC Revolving Lenders party to the Credit Exposure Agreement described below Ladies and Gentlemen: We have acted as special counsel to (i) CHS/Community Health Systems, Inc., a Delaware corporation (“Borrower”), (ii) Community Health Systems, Inc., a Delaware corporation (“Parent”), and (iii) each of all SBAC the Subsidiaries listed on the Schedule of Guarantors attached hereto as Exhibit A (collectively, the “Guarantors” and each a “Guarantor”), in connection with that certain Amendment No. 1 and Incremental Term Loan Assumption Agreement, dated as of even date herewith (the “Amendment and Assumption”), among Parent, Borrower, the Guarantors, the Lenders exceeds listed on the lesser signature pages thereto and Credit Suisse, AG, as Administrative Agent and Collateral Agent (the “Agent”). We have been requested by Borrower to render this opinion pursuant to Section 5(c) of the Amendment and Assumption. Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2014 (as amended by the Amendment and Assumption, the “Credit Agreement”), among Parent, Borrower, the Agent, and the Lenders party thereto. Parent, Borrower and the Guarantors are collectively referred to herein as the “Opinion Entities” and each an “Opinion Entity”. References herein to the “Delaware Opinion Entity” and “Delaware Opinion Entities” means individually and collectively, Parent and Borrower. Capitalized terms used but not otherwise defined herein have the same meanings as in the Credit Agreement. In connection with this opinion, we have examined (i) the Aggregate SBAC Revolving Commitment Amount then in effect Credit Agreement and (ii) the SBAC Borrowing Base Amendment and Assumption (sometimes herein referred to collectively as determined based the “Transaction Documents”). We have also reviewed the certificate of incorporation and bylaws of each Delaware Opinion Entity (collectively, the “Organizational Documents”), and such corporate records of the Opinion Entities, such certificates of public officials and such other matters regarding the Credit Suisse AG, as Administrative Agent, Collateral Agent, and Issuing Bank March 9, 2015 Delaware Opinion Entities as we have deemed necessary or appropriate for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon statements and other representations of the Delaware Opinion Entities and the officers thereof set forth in the Transaction Documents and in certificates provided pursuant to or in connection with the Transaction Documents or otherwise provided to us, and upon certificates of public officials, and we have made no independent inquiries or investigations. We have assumed that all of the documents we have reviewed are the valid and binding obligations of the parties thereto. For purposes of the opinions on the most recently delivered SBAC Borrowing Base Certificateexistence and good standing of each Delaware Opinion Entity, SBAC shall immediately (we have relied solely upon certificates of good standing of recent date issued by the Secretary of State of Delaware. In making such examination and in any event within three Business Days) repay SBAC Revolving Loans andexpressing our opinions, if necessarywe have further assumed, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans without investigation or the Outstanding SBF Revolving Loans have been converted to SBF Term Loans, in each case, pursuant to Section 2.26inquiry: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of $100,000 individually or on a cumulative basis in any fiscal year of the Borrowers, then (A) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly after the end of such applicable period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $100,000 not so invested or reinvested. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in an account at the Administrative Agent. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds from such account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If either Borrower or any Subsidiary shall incur or assume any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such incurrence or assumption to be received by or for the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this Agreement.

Mandatory Prepayments. (ai) If No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of Holdings are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or about December 31, 2018, the Borrower shall prepay the outstanding principal amount of Term Loans in accordance with clause (vii) of this Section 2.08(b) below in an aggregate principal amount equal to: (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, without duplication of any time amount deducted in calculating Excess Cash Flow for such Excess Cash Flow Period and excluding any such payment that reduced the SBAC Revolving Credit Exposure amount required to be prepaid pursuant to this Section 2.08(b)(i) in the prior Excess Cash Flow Period, the aggregate principal amount of, (1) any Initial Term Loans prepaid pursuant to Section 2.08(a) and Additional Term Loans prepaid that rank pari passu in right of all SBAC Lenders exceeds payment and security with the Initial Term Loans, solely (to the extent that such prepayments were not financed with the proceeds of other Indebtedness of the Borrower or its Restricted Subsidiaries) prior to such date, and (2) except to the extent deducted in the calculation of Excess Cash Flow, 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 such date, in an amount equal to the lesser of (i) the Aggregate SBAC Revolving Commitment Amount then actual amount of cash paid in effect connection with the relevant assignment and the applicable reduction; (ii) No later than the SBAC Borrowing Base as determined based on fifth Business Day following the most recently delivered SBAC Borrowing Base Certificate, SBAC shall immediately (and receipt of Net Proceeds in respect of any event within three Business Days) repay SBAC Revolving Loans and, if necessary, SBAC Swing Loans, together with all accrued and unpaid interest on such excess amount. (b) If at any time the SBF Revolving Credit Exposure of all SBF Lenders exceeds the lesser of (i) the Aggregate SBF Revolving Commitment Amount then in effect and (ii) the SBF Borrowing Base as determined based on the most recently delivered SBF Borrowing Base Certificate, SBF shall immediately (and in any event within three Business Days) repay SBF Revolving Loans and, if necessary, SBF Swing Loans, together with all accrued and unpaid interest on such excess amount. (c) At any time after the Outstanding SBAC Revolving Loans have been converted to SBAC Term Loans Prepayment Asset Sale or the Outstanding SBF Revolving Loans have been converted to SBF Term LoansNet Insurance/Condemnation Proceeds, in each case, pursuant to Section 2.26: (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property which results in Net Cash Proceeds in excess of (x) $100,000 individually 3,500,000 in a single transaction or on a cumulative basis series of related transactions or (y) the Threshold Amount in any fiscal year Fiscal Year, the Borrower shall apply an amount equal to 100% of the Borrowers, Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such thresholds (the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with Section 2.09(e) below; provided that (A) if prior to the Borrowers shall promptly notify the Administrative Agent of date any such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds prepayment is required to be received by such Borrower or such Subsidiary in respect thereof) and (B) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Lossmade, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $100,000; provided that in the case of each Disposition and Event of Loss, if the Borrowers state in their notice of such event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within ninety (90) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers Borrower shall not be required to make a mandatory prepayment under this Section clause (ii) in respect of such Net Cash the Subject Proceeds to the extent such Net Cash (x) the Subject Proceeds are actually invested so reinvested within 12 months following receipt thereof, or (y) the Borrower or any of its subsidiaries has committed to so reinvest the Subject Proceeds during such 12-month period and the Subject Proceeds are so reinvested as described in the Borrowers’ notice within such ninety (90) day period. Promptly six months after the end expiration of such applicable 12-month period, ; it being understood that if the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Subject Proceeds have not been so invested or reinvestedreinvested prior to the expiration of the applicable period, the Borrowers Borrower shall promptly prepay the Obligations in Subject Loans with the amount of such Net Cash the Subject Proceeds in excess of $100,000 not so invested reinvested as set forth above (without regard to the immediately preceding proviso); and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or reinvested. The any of its Restricted Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase any Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of each the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.08(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the remaining installment payments Subject Loans in accordance with the terms hereof. (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans on pursuant to Section 6.01(m) or Replacement Term Loans incurred to refinance Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c), (B) Incremental Loans incurred to refinance all or a ratable basis portion of the Term Loans pursuant to Section 2.19 and/or (C) Incremental Equivalent Debt incurred to finance all or a portion of the Loans in accordance with the requirements of Section 6.01(s)) the Borrower shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Term Loans in accordance with Section 2.09(e) below. (iv) Notwithstanding any provision under this Section 2.08(b) to the contrary: (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.08(b)(i) or (ii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that if the repatriation of the relevant affected Subject Proceeds or Excess Cash Flow, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for such Persons described above, the Borrower shall be required to mandatorily prepay the Term Loans (net of additional Taxes payable or reserved against as a result thereof) pursuant to this Section 2.08(b) to the extent required herein (without regard to this clause (iv)); and (B) if the Borrower determines in good faith that the repatriation to the Borrower as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.08(b)(i) or (ii) above that are attributable to Foreign Subsidiaries would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), as reasonably determined by the Borrower, the amount that the Borrower shall be required to mandatorily prepay pursuant to Sections 2.08(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until paid in full. If such time as it may repatriate to the Borrower the Restricted Amount without incurring such material and adverse Tax liability; provided that to the extent that the repatriation of any Subject Proceeds or Excess Cash Flow, as the case may be, from the relevant Foreign Subsidiary would no longer have a material and adverse Tax consequence, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (B), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.08(b) as otherwise required above (without regard to this clause (iv)). (v) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with time and in the Administrative Agent and held manner specified by it in an account at the Administrative Agent. So long as no Default or Event , prior to any prepayment of Default existsTerm Loans required to be made by the Term Borrower pursuant to this Section 2.08(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the Administrative Agent is authorized to disburse amounts representing “Declined Proceeds”), in which case such proceeds from such account to or at Declined Proceeds may be retained by the Borrowers’ direction for application to or reimbursement Borrower; provided that for the costs avoidance of replacingdoubt, rebuilding no Lender may reject any prepayment made under Section 2.08(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness incurred to refinance all or restoring such Property. a portion of the Term Loans pursuant to Section 6.01(m), (iix) If either Borrower Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.19, (y) Replacement Term Loans incurred to refinance all or any Subsidiary shall incur portion of the Term Loans in accordance with the requirements of Section 9.02(c) and/or (z) Incremental Equivalent Debt incurred to finance all or assume a portion of the Loans in accordance with the requirements of Section 6.01(s). If any Indebtedness other than Permitted Indebtedness, the Borrowers shall promptly notify Term Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the estimated Net Cash Proceeds time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such incurrence or assumption to be received by or for Term Lender’s Applicable Percentage of the account of such Borrower or such Subsidiary in respect thereof. Promptly upon receipt by such Borrower or such Subsidiary of Net Cash Proceeds of such incurrence or assumption, the Borrowers shall prepay the Obligations in the total amount of such Net Cash Proceeds. The amount mandatory prepayment of each such prepayment shall be applied to the remaining installment payments of the Term Loans on a ratable basis until paid in full. The Borrowers acknowledge that their performance hereunder shall not limit the rights and remedies of the Lenders for any breach of Section 8.2 or any other terms of this AgreementLoans.