Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Term Loans Notes as set forth in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (iSection 2.3(e) In the event of any Casualty Event, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds. (ii) On the Net Cash Proceeds received date of receipt by any Obligor Credit Party or any of its Subsidiaries with respect theretotheir Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, however, so long as no Default or Event of Default has (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and is continuing, within one hundred eighty (180) days after be continuing on the date of receipt of such Net Cash Proceedsthereof or caused thereby, the Obligors may Borrower shall have the option to apply such net cash proceeds, prior to the Net Cash Proceeds date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any casualty policy up to, but not exceeding net cash proceeds in excess of $4,000,000 for all losses 5,000,000 in the aggregate during the term of this Agreement toward from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the replacement issuance to any Person (other than a Credit Party or repair an Elevate Credit Subsidiary) of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit Equity Interests of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor Credit Party or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 9.01 hereof, 2.3(e) in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersnet cash proceeds. (iiiiv) In On the event date of receipt by any Obligor Credit Party or any of its their Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof of any net cash proceeds from the incurrence of any Indebtedness (other than Section 9.09(j)), an amount, inclusive with respect to Permitted Indebtedness) of any Prepayment PremiumCredit Party or any of their Subsidiaries, any accrued but unpaid interest (including interest on the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds. (v) On the Net Cash Proceeds received date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Obligor Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in connection Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with such Asset Sale. For the avoidance of doubt, any prepayment made of the Notes pursuant to this Section 3.03(b)(iii) 2.3(b), the Borrower shall not be deemed deliver to be the Agent a consent to any Asset Sale or a cure or waiver certificate of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with an authorized officer thereof demonstrating the express consent calculation of the Majority Lenders. (iv) amount of the applicable proceeds. In the event any Obligor or any that the Credit Parties shall subsequently determine that the actual amount of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lsuch proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount (not subject to any Prepayment Premium) equal to 75% such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the Net Partnership Agreement Proceeds received by derivation of such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date Mandatory partial principal payments shall be deemed due from time to be the “Redemption Date” for purposes of such calculation)time if, as follows: (i) In due to any reduction in the event Unencumbered Pool Value or in the Adjusted Unencumbered NOI, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered NOI attributable to any Unencumbered Property, the Outstanding Facility Amount shall be in excess of the maximum amount permitted under clauses (e) or (f) of Section 6.17 or (ii) without limiting the effect of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term other provision of this Agreement toward requiring such a principal payment, any of the replacement categories of the Obligations described in clauses (i) - (iii) of Section 2.1 shall be in excess of the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or repair such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of destroyed or damaged property; provided, further, that any such replaced reduction arising from results reported in a quarterly financial statement of Borrower and related compliance certificate, ten (10) Business Days after delivery of such quarterly financial statement and compliance certificate under Section 6.1 evidencing such reduction or repaired property shall be Collateral (ii) in which all other cases, ten (10) Business Days after Borrower’s receipt of notice from the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor such failure to continue to qualify as an Unencumbered Property or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive such reduction in the amount contributed to the Adjusted Unencumbered NOI or Unencumbered Pool Value or of any Prepayment Premium, any accrued but unpaid interest (including interest on such excess over the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersapplicable maximum amount. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event that any item of Eligible Inventory shall be sold or assigned by any Borrower or any Marine Subsidiary of such Borrower, or the ownership interests (whether Stock or otherwise) of any Casualty EventBorrower in any Marine Subsidiary of such Borrower owning record or beneficial title to any item of Eligible Inventory shall be sold or transferred, then such Borrower shall immediately prepay the Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an amountOwner Trustee, inclusive or the sale or assignment of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower's or any of its Subsidiaries with respect thereto; providedMarine Subsidiary's beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, howevershall be considered a sale or assignment, so long as no Default or Event of Default has occurred and is continuingthe case may be, within one hundred eighty (180) days after receipt of such Net Cash ProceedsEligible Inventory by such Borrower or such Marine Subsidiary, as the Obligors case may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsbe. (iib) In the event any Obligor or that any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofthe Eligible Inventory shall have sustained a Casualty Loss, an amount, inclusive the applicable Borrower shall promptly notify Agent and Lenders of such Casualty Loss and make arrangements reasonably acceptable to the Agent to cause any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof all cash proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed Borrower to be paid to Lenders as a consent prepayment hereunder. To the extent not so prepaid, the Loan funded with respect to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only Eligible Inventory will nevertheless be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received paid by such Obligor Borrower as provided in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.2.1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay On the Term Loans in amounts as provided below, it being agreed that next Business Day following the relevant payment date shall be deemed Company consummating any public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than any issuance of Common Stock to be the “Redemption Date” for purposes of such calculationgeneral public), as follows: Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in cash an amount equal to (i) in the case of a Subsequent Offering other than an Equity Line of Credit, 25% of the net proceeds of such Subsequent Offering and (ii) in the case of Subsequent Offering that is an Equity line of Credit, 17.5% of the net proceeds, to repay the Obligations (a “Mandatory Prepayment Amount”). The Mandatory Prepayment Amount shall not be subject to the Cash Payment Fee. The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected net proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may convert the Note in the amount of such payment and, in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on that the amount terms of the principal being prepaid) and fees then due and owingSubsequent Offering do not provide for the repayment in cash in full of all outstanding Obligations, equal the Holder may choose, in its sole discretion, to 100% adjust the Conversion Price to match the price of the Net Cash Proceeds received Common Stock issued or implied by such Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Subsequent Offering otherwise prohibited by the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Transaction Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up toto $1,000,000 with respect to any loss, but not exceeding $4,000,000 2,000,000 in the aggregate for all losses in the aggregate under all casualty policies during the term of this Agreement Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any partial prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any partial prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent following the Funding Date, any accrued but unpaid interest (including interest the Borrower shall, on the amount day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Cash Proceeds received by from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Obligor Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $5,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending September 30, 2016, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of the principal being prepaidprepayments of Term Loans pursuant to Section 2.04(a)(i) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by during such Person. For the avoidance of doubt, fiscal year (other than any such prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any mandatory prepayment of Term Loan Advances from a Prepayment PremiumEvent under clauses (a) or (b) of the definition thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any accrued but unpaid interest Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (including interest on the amount c) of the principal being prepaid) and fees then due and owing, equal definition of “Prepayment Event” shall be applied to 100% the Class or Classes of Loans selected by the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrower. (iv) In Notwithstanding the event foregoing, any Obligor Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates an Asset Sale Term Loans pursuant to this Section 9.09(l2.04 (other than an optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (v) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount (not subject to any Prepayment Premium) equal to 75% that would be permitted in the case of an advance of an Advance of the Net Partnership Agreement Proceeds received by such Obligor same Type as provided in connection with such Asset Sale.Section 2.02, except as necessary to apply fully the required amount of a mandatory

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), the Company shall within one (1) Business Day of notice thereof from the Administrative Agent prepay Revolving Credit Loans (including the Swingline Loans) and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess. (b) Upon the Revolving Credit Termination Date, the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent and each applicable Issuing Lender on terms satisfactory to the Administrative Agent and each applicable Issuing Lender. (c) If any Credit Party receives any Net Proceeds in respect of any Casualty Notes Priority Collateral Prepayment Event, an amountthen (i) so long as no Cash Dominion Event has occurred or is in effect, inclusive the Company shall, on the next Business Day after the Net Proceeds thereof are utilized for repayments of any Prepayment Premiumthe Secured 2026 Notes (or, if the Payment Conditions are then satisfied, any accrued but unpaid interest Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Secured 2026 Notes Indenture (including interest on or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien), prepay the Obligations in an aggregate amount equal to the lesser of (A) 100% of such Net Proceeds minus amounts so utilized for repayments of the Secured 2026 Notes (or, if the Payment Conditions are then satisfied, any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Secured 2026 Notes Indenture (or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) and (B) the aggregate outstanding principal amount of the principal being prepaidLoans or (ii) if a Cash Dominion Event has occurred and fees is continuing, the Company shall, within one (1) Business Day following the consummation of the Notes Priority Collateral Prepayment Event, utilize such Net Proceeds to repay all or any portion of the Loans or deposit any remaining Net Proceeds (after giving effect to any repayment of the Loans) into the Asset Sale Reserve Account (for purposes of this clause (ii), the period commencing on the date of consummation of the applicable Notes Priority Collateral Prepayment Event and ending on the earlier of (A) the date that such Cash Dominion Event is no longer continuing and (B) the date that is 365 days thereafter (provided that if the Parent or any of its Restricted Subsidiaries enters into a written agreement committing it to reinvest such Net Proceeds after such 365-day period as permitted by the Secured 2026 Notes Indenture, then due such 365-day period shall be extended for an additional period not to exceed 180 days), the “Asset Sale Reserve Period”). (d) Within five (5) Business Days of the date of incurrence by any Credit Party or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted by Section 9.2), the Company shall prepay Revolving Credit Loans and owing, Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof net proceeds received by such PersonPerson in connection with such incurrence. For the avoidance The provisions of doubt, any prepayment made pursuant to this Section 3.03(b)(ii5.6(d) shall not be deemed to be a implied consent to any such incurrence otherwise prohibited by the terms and conditions of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersthis Agreement. (iiie) In If, at the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive end of any Prepayment PremiumExcess Cash Test Date there are Revolving Credit Loans and/or Revolving L/C Obligations outstanding and the Credit Parties and their Restricted Subsidiaries have Excess Cash exceeding $25,000,000, any accrued but unpaid interest the Company shall prepay Revolving Credit Loans and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to the lesser of (including interest on i) the amount of such Excess Cash minus $25,000,000 minus the amount of any wires initiated or ACH transfers issued by any Credit Party in the ordinary course of business after the end of such Excess Cash Test Date and prior to 12:00 P.M., New York City time, on the date that such prepayment is required to be made and (ii) the aggregate principal being prepaid) amount of Revolving Credit Loans and fees Revolving L/C Obligations then due and owingoutstanding by 12:00 P.M., equal to 100% of New York City time on the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to next Business Day; provided that prepayments under this Section 3.03(b)(iii5.6(e) shall not require the Company to pay any breakage under Section 5.21. All prepayments made under this Section 5.6 shall be deemed made first, to be a consent prepay any Protective Advances, second, to any Asset Sale or a cure or waiver prepay the Revolving Credit Loans (including the Swingline Loans), third, to the payment of any Event Revolving L/C Obligations then outstanding, and fourth, to Cash Collateralize outstanding Letters of Default which occurs Credit, without a corresponding permanent reduction in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersRevolving Credit Commitments. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event that any item of Eligible Inventory shall be sold or assigned by any Borrower or any Marine Subsidiary of such Borrower, or the ownership interests (whether stock or otherwise) of any Casualty EventBorrower in any Marine Subsidiary of such Borrower owning record or beneficial title to any item of Eligible Inventory shall be sold or transferred, then such Borrower shall immediately prepay the Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an amountOwner Trustee, inclusive or the sale or assignment of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower’s or any of its Subsidiaries with respect thereto; providedMarine Subsidiary’s beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, howevershall be considered a sale or assignment, so long as no Default or Event of Default has occurred and is continuingthe case may be, within one hundred eighty (180) days after receipt of such Net Cash ProceedsEligible Inventory by such Borrower or such Marine Subsidiary, as the Obligors case may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsbe. (iib) In the event any Obligor or that any of its Subsidiaries incurs Indebtedness other the Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly but in no event more than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive ten days after such Casualty Loss notify Agent and Lenders of such Casualty Loss and make arrangements reasonably acceptable to the Agent to cause any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof all cash proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed Borrower to be paid to Lenders as a consent prepayment hereunder. To the extent not so prepaid, the Loan funded with respect to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only Eligible Inventory will nevertheless be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received paid by such Obligor Borrower as provided in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.2.1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrowers shall prepay the Term Loans Notes as set forth in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (iSection 2.3(e) In the event of any Casualty Event, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds. (ii) On the Net Cash Proceeds received date of receipt by any Obligor Credit Party or any of its Subsidiaries with respect theretotheir Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, however, so long as no Default or Event of Default has (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and is continuing, within one hundred eighty (180) days after be continuing on the date of receipt of such Net Cash Proceedsthereof or caused thereby, the Obligors may Borrowers shall have the option to apply such net cash proceeds, prior to the Net Cash Proceeds date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any casualty policy up to, but not exceeding net cash proceeds in excess of $4,000,000 for all losses 5,000,000 in the aggregate during the term of this Agreement toward from a capital contribution by any Person (other than a Subsidiary of Elevate Credit Parent) to, or the replacement issuance to any Person (other than a Credit Party or repair a Subsidiary [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED of destroyed or damaged property; provided, further, that a Credit Party) of any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit Equity Interests of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor Credit Party or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by their Subsidiaries, including, without limitation, in connection with a Public Offering, the Borrowers shall prepay the Notes as set forth in Section 9.01 hereof, 2.3(e) in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds, but subject to the Net Cash Proceeds thereof received by such Person. For the avoidance provisions of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.3(d). (iiiiv) In On the event date of receipt by any Obligor Credit Party or any of its their Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof of any net cash proceeds from the incurrence of any Indebtedness of any Credit Party or any of their Subsidiaries (other than Section 9.09(j)with respect to Permitted Indebtedness), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds. (v) On the Net Cash Proceeds received date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Obligor Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of (A) the US Term Notes shall exceed the Maximum US Term Note Balance, (B) the UK Term Notes shall exceed the Maximum UK Term Note Balance, or (C) the First Out Notes shall exceed the Maximum First Out Note Balance, then in connection each case the applicable Borrower or Borrowers shall immediately prepay the applicable Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with such Asset Sale. For the avoidance of doubt, any prepayment made of the applicable Notes pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith2.3(b), it being understood that any such Event of Default may only be waived with the express consent Borrower Representative, on behalf of the Majority Lenders. (iv) Borrowers, shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event any Obligor or any that the Credit Parties shall subsequently determine that the actual amount of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lsuch proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the applicable Borrower(s) shall promptly make an additional prepayment of all the Notes in an amount (not subject to any Prepayment Premium) equal to 75% such excess (or applicable percentage thereof), and the Borrower Representative, on behalf of the Net Partnership Agreement Proceeds received by Borrowers, shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. (a) The Borrowers shall prepay the Loans in accordance with the following: (i) Substantially concurrently with the incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrowers shall prepay the Term Loans together with the applicable Prepayment Premium in an amount equal to one hundred percent (100%) of the applicable Net Debt Proceeds, to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Loan Agreement. (ii) Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Disposition under Section 9.04(b), the Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to one hundred percent (100% %) of the Net Cash Disposition Proceeds received by any Obligor or any of its Subsidiaries with respect theretofrom such Dispositions that, in the aggregate, exceed $500,000 per fiscal year, to be applied as set forth in Section 4.02(b); provided, however, that the Borrowers may, at Administrative Borrower’s option by written notice to the Administrative Agent on or prior to the date that is five (5) Business Days after receipt of such Net Disposition Proceeds, within twelve (12) months after such event, reinvest or commit to reinvest such Net Disposition Proceeds in assets to be used in the business of the Borrowers so long as (A) the aggregate amount of Net Disposition Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (ii) shall not exceed $2,500,000 during any fiscal year, (B) no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, and the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses Administrative Borrower certifies in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which writing to the Administrative Agent for the benefit that no Default or Event of the Lenders Default has been granted a security interest occurred and is continuing and (C) such Net Disposition Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the Security Documentsterms of this Loan Agreement. (iiiii) In Within five (5) Business Days of the event receipt by any Obligor Loan Party or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premiumproceeds from Casualty Events that, any accrued but unpaid interest in the aggregate, exceed $500,000 per fiscal year, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (including interest on 100%) of such Net Casualty Proceeds, to be applied as set forth in Section 4.02(b); provided, however, that the Borrowers may, at Administrative Borrower’s option by written notice to the Agents no later than twelve (12) months following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property or otherwise in the business of Borrowers so long as such Net Casualty Proceeds are in fact used or are committed to be used to rebuild or replace the damaged, destroyed or condemned assets or property or otherwise useful in the business of Borrowers within such twelve (12) months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds not so used after such period to be applied as set forth in Section 4.02(b); so long as (A) the principal being prepaidaggregate amount of Net Casualty Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (iii) shall not exceed $2,500,000 during any fiscal year, (B) no Default or Event of Default has occurred and fees then due is continuing, and owingthe Administrative Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing and (C) such Net Casualty Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any Casualty Event. (iv) Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of (A) any Net Equity Proceeds which exceed $20,000,000 in the aggregate over the life of this Loan Agreement from one or more Specified Issuances, the Borrowers shall prepay the Term Loans in an amount equal to fifty percent (50%) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(b) or (B) any Net Equity Proceeds from any Equity Cure Investment, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100% %) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any issuance of Capital Stock that is not permitted under the terms of this Loan Agreement. (v) Within five (5) Business Days of the Net receipt by or on behalf of any Loan Party or any Affiliate of any Loan Party of the net cash proceeds of any tax refunds, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of all such net cash proceeds of tax refunds, to be applied as set forth in Section 4.02(b). (vi) For each fiscal year of Spark, commencing with the fiscal year ending December 31, 2019 (limited to the period from the Closing Date through December 31, 2019 for such fiscal year), on the date that is five (5) Business Days after the earlier of (A) the date upon which annual financial statements are required to be delivered pursuant to Section 8.01(c) for such fiscal year and (B) the date upon which annual financial statements are actually delivered pursuant to Section 8.01(c) for such fiscal year, (x) the Administrative Borrower shall deliver to the Administrative Agent a written calculation of Consolidated Excess Cash Proceeds thereof received Flow for the applicable fiscal year, certified by an Authorized Officer of the Borrower, and (y) the Borrowers shall prepay the Term Loan in amounts attributable to the Term Loan equal to the Term Loan ECF Percentage of Consolidated Excess Cash Flow for such Person. For fiscal year; provided that all (x) voluntary prepayments of the avoidance Term Loans paid in cash during the applicable fiscal year and (y) voluntary prepayments of doubtRevolving Loans paid in cash during the applicable fiscal year to the extent accompanied by a permanent reduction of the Revolving Loan Commitment, any prepayment will reduce the amount of prepayments required to be made pursuant to this Section 3.03(b)(ii4.02(a)(vi) on a dollar-for-dollar basis. Calculations of amounts payable under this Section 4.02(a)(vi) shall be based on the annual financial statements for Spark and its Subsidiaries for the applicable fiscal year. Prepayments of Term Loan under this Section 4.02(a)(vi) shall be applied, in each case, in the inverse order of maturity on a dollar for dollar basis, and shall be made, in each case, pro rata among the applicable Lenders. (vii) Notwithstanding anything to the contrary herein, immediately upon any acceleration of any Obligations pursuant to Section 10.02, (whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrowers or any other Loan Party), the Borrowers shall immediately repay all the Loans together with the applicable Prepayment Premium, unless only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid together with the applicable Prepayment Premium). The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 4.02(a)(vii) (i) is additional consideration for providing the Loans, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not be deemed readily ascertainable on the Closing Date), and (iii) is not a penalty to be a consent to any such incurrence punish the Borrowers for their early prepayment of Indebtedness the Loans or a cure or waiver for the occurrence of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersDefault. (iiiviii) In Concurrently with any Change of Control, the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrowers shall repay all of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived Loans together with the express consent of the Majority Lendersapplicable Prepayment Premium and all other outstanding Obligations. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers In addition to and without limiting any provision of any Loan Document: (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Term Loans in amounts as provided belowLoan and all other Obligations (other than, it being agreed indemnity obligations under the Loan Documents that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees are not then due and owing, equal payable or for which any events or claims that would give rise thereto are not then pending) in full in cash together with accrued interest thereon to 100% the date of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred prepayment and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative other amounts owing to Agent for the benefit of the and Lenders has been granted a security interest under the Security Loan Documents. (b) If Borrower, in any transaction or series of related transactions, (i) sells any Pledged Receivable or other Collateral notwithstanding that such disposition is prohibited in this Agreement, (ii) In the event receives any Obligor property damage insurance award or any other insurance proceeds of its Subsidiaries incurs Indebtedness any kind in connection with any Unit within which a Vacation Ownership Interest is situated and related to a Pledged Receivable and does not apply such funds to repair or replace the damaged Unit or (iii) receives any insurance award with respect to a Vacation Ownership Interest related to any Pledged Receivable, then it shall, subject to, in the case of the foregoing clauses (b)(ii) and (b)(iii), the terms of the Club Trust Agreement and any applicable Declaration, deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than Indebtedness indemnity obligations under the Loan Documents that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees are not then due and owing, equal to 100% payable or for which any events or claims that would give rise thereto are not then pending)) of the Net Cash Proceeds cash proceeds thereof received by such Person. For (net of reasonable transaction costs and expenses and taxes) to the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersLockbox Account. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to any Casualty Eventreductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), the Company shall prepay Revolving Credit Loans (or, if no such Loans are outstanding, deposit cash collateral in an amountaccount with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess. (b) Upon the Revolving Credit Termination Date, inclusive the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent. (c) If any Credit Party receives any Proceeds in respect of any Prepayment PremiumEvent, any accrued but unpaid interest then the Company shall, within five (including interest on 5) Business Days following such Credit Party’s receipt of such Proceeds, prepay the Obligations in an aggregate amount equal to the lesser of 100% of such Proceeds and the aggregate outstanding principal amount of the principal being prepaidLoans; provided that, if no Cash Dominion Event is then in existence, then the Company shall, within five (5) and fees then due and owingBusiness Days after its receipt of such Proceeds, equal deliver to 100% the Administrative Agent a certificate of a Responsible Officer to the effect that the Credit Parties intend to apply the Proceeds from such Prepayment Event (or a portion thereof specified in such certificate) within six (6) months after receipt of such Proceeds to acquire equipment, inventory or other tangible assets to be used in the business of the Net Credit Parties, and certifying that no Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Dominion Event of Default has occurred and is continuing, within one hundred eighty and then either (180i) days so long as no Cash Dominion Event has occurred or is in effect, no prepayment shall be required pursuant to this paragraph (c) in respect of the Proceeds specified in such certificate (provided that, any portion of the Proceeds not reinvested pursuant to this paragraph (c) by the 180th day after receipt of such Net Cash Proceeds, Proceeds shall be repaid by such 180th day in an aggregate amount equal to the Obligors may apply the Net Cash lesser of 100% of such non-reinvested Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in and the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit outstanding principal amount of the Lenders has been granted a security interest under the Security Documents. Loans), or (ii) In if a Cash Dominion Event has occurred and is continuing and such Proceeds have not been applied to repay the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness Loans, then the Company shall deposit such Proceeds into the Collection Account and, thereafter, such funds shall be made available to the applicable Credit Party as follows: (A) the Company shall request that a release (specifying that the request is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash use Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii5.6(c)) from the Collection Account be made in the amount needed; and (B) so long as the conditions set forth in Section 7.3 have been met, the Administrative Agent shall release funds from the Collection Account. All prepayments made under this Section 5.6(c) shall not be deemed to be made without a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent permanent reduction of the Majority LendersRevolving Credit Commitment. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Mandatory partial principal payments shall prepay be due from time to time if the Term Loans Outstanding Facility Amount on any day shall be in amounts excess of the maximum amount permitted under clauses (e) or (f) of Section 6.17, due to any reduction in the Unencumbered Pool Value or in the Adjusted NOI of the Unencumbered Properties, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as provided belowan Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted NOI attributable to any Unencumbered Property, or due to any increase in the amount of Unsecured Indebtedness or of Unsecured Debt Service (each, an “Unsecured Ratio Violation”). Such principal payments shall be in the amount needed to cure such Unsecured Ratio Violation, it being agreed and understood that the relevant payment date no Unmatured Default, or Default shall be deemed to have occurred with respect to such Unsecured Ratio Violation (and no event the consummation of which was contingent upon the absence of an Unmatured Default or Default prohibited solely due to the occurrence of an Unsecured Ratio Violation) so long as such principal prepayment is made in accordance with the following sentence. Such mandatory principal payments shall be the “Redemption Date” for purposes of such calculation), as follows: due and payable (i) In in the event case of any Casualty Eventsuch reduction arising from reductions in Unencumbered Pool Value or Adjusted NOI as reported in a quarterly financial statement of Borrower and related compliance certificate, an amountten (10) Business Days after delivery of such quarterly financial statement and compliance certificate under Section 6.1 evidencing such reduction or (ii) in all other cases, inclusive of any Prepayment Premium, any accrued but unpaid interest ten (including interest on the amount of the principal being prepaid10) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days Business Days after Borrower’s receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which notice from the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentssuch Unsecured Ratio Violation. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Term Loans Loan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the date of such prepayment and all other amounts as provided belowowing to Agent and Lenders under the Loan Documents, it being agreed that and whereupon the relevant payment date Revolving Loan Commitments shall be deemed terminated; provided, that any such prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to be the “Redemption Date” for purposes and without limiting any provision of such calculation)any Loan Document, as follows: if Borrower, in any transaction or series of related transactions, (i) In sells any Pledged Lease or other material assets or other properties, (ii) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (iii) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Obligations (including interest on the amount of the principal being prepaid) and fees other than indemnity obligations that are not then due and owing, equal payable or with respect to 100% which no claim has been made)) of the Net Cash Proceeds received by cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account. (c) In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any Obligor time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or any of its Subsidiaries with respect thereto; provideddemand, however, so long as no whether or not a Default or Event of Default has occurred and or is continuing, within one hundred eighty (180) days after receipt prepay the principal balance of such Net Cash Proceedsthe Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the Obligors may apply outstanding unpaid principal balance of the Net Cash Proceeds of Loan exceeds the Borrowing Base (including due to any casualty policy up to, but not exceeding $4,000,000 for all losses in Eligible Lease thereafter failing to meet the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyeligibility criteria and becoming an Ineligible Lease; provided, furtherhowever, that any if such replaced or repaired property shall be Collateral Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in which the Administrative Agent for the benefit clause (xxx) of the Lenders has been granted a security interest under definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the Security Documents. (ii) In the event any Obligor or any earlier of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by discovery or receipt of notice thereof to comply with this clause(c) of Section 9.01 hereof2.6), an amount, inclusive then Borrower shall without the necessity of any Prepayment Premiumnotice or demand, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall whether or not be deemed to be a consent to any such incurrence of Indebtedness Default or a cure or waiver of any Event of Default which occurs has occurred or is continuing, either (x) prepay the principal balance of the Loan in connection therewith, it being understood an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that any such Event the Borrowing Base is equal to or exceeds the then outstanding principal balance of Default may only be waived the Loan. The pledge and delivery to Agent of additional Eligible Leases shall comply with the express consent document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid principal balance of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that Loan is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of or less than the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrowing Base. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (a) Within (i) In ten Business Days following the event date of any Casualty Event, Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an amount, inclusive Event of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaidLoss) and fees then due (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and owing(B) the date of receipt by Borrower, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, Borrower shall be required to repay the Loans in an amount equal to the product of (x) the sum of the then outstanding aggregate principal amount of Indebtedness under the Senior Credit Facilities and the Loans and (y) a fraction (A) the numerator of which is equal to the appraised value (as determined in accordance with the most recent report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) before giving effect to such Collateral Disposition); provided that (I) the foregoing payment shall be reduced by the amount of any mandatory prepayment made under the Senior Credit Facilities with respect thereto; providedto such Collateral Disposition and (II) if prior to the date on which payment is due hereunder, howeverthe Borrower provides the Administrative Agent with written notice of its intent to consummate a Vessel Exchange with the proceeds, then so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days the Credit Parties may use the funds received in such Collateral Disposition in accordance with the provisions of Section 9.02(a), provided further that, if a Default or Event of Default occurs after receipt the date of such Net Cash ProceedsCollateral Disposition and before the procedures set forth in Section 9.02(a) are completed, the Obligors may Parent shall apply the Net Cash Proceeds proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses such Collateral Disposition in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyaccordance with Section 4.02(a); provided, provided further, that to the extent excess proceeds remain after any Vessel Exchange, such replaced or repaired property excess shall be Collateral in which applied first to repay the Administrative Agent for Senior Credit Facilities and second to repay the benefit of the Lenders has been granted a security interest under the Security DocumentsLoans. (iib) In Notwithstanding anything to the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofcontrary contained elsewhere in this Agreement, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest all then outstanding Loans shall be repaid in full on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersMaturity Date. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, Premium any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.7(b) above) or Asset Sale, in each case which Net Cash Proceeds are received after the Initial Funding Date, then the Borrower shall prepay the Term Loans Advances in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received not later than three Banking Days following the receipt by any Obligor the Borrower or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any other member of the Obligors may apply the Consolidated Group, of such Net Cash Proceeds of from any casualty policy up toEquity Issuance, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement Debt Issuance or repair of destroyed or damaged property; providedAsset Sale, further, that any and such replaced or repaired property notice shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted accompanied by a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Term Rate Advances, any amounts due to the Banks under Section 3.6(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds thereof from Debt Issuances or Asset Sales received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) a Foreign Subsidiary shall not be deemed required if and for so long as the Borrower has determined in good faith (which determination shall be conclusive) that repatriation to be a consent to any the Borrower of such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by (x) would have adverse tax consequences (and, in the case of Debt Issuances, such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(ladverse tax consequences are material), an amount (not subject to any Prepayment Premiumy) equal to 75% would be prohibited, delayed or restricted under applicable local law or (z) would violate the applicable organizational documents of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleSubsidiary.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date (a) If any Capital Stock shall be deemed issued by the Borrower at any time after the date hereof (other than any such Capital Stock issued to be the “Redemption Date” for purposes of such calculationcurrent or former directors, officers and employees pursuant to stock option or other benefit plans), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received shall be applied no later than the first Business Day following the date of such issuance toward the prepayment of the Loans and, on the earlier of the date of such application and such first Business Day, the Commitments shall be reduced by such Person. For the avoidance of doubtamount, any prepayment made pursuant to this in each case as set forth in Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.09(d). (iiib) In If any Indebtedness for borrowed money shall be issued or incurred by the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 at any time after the date hereof in any offering of debt securities or under any loan, credit or similar facilities (other than Section 9.09(j)this Agreement), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received thereof shall be applied no later than the first Business Day following the settlement date of such issuance or incurrence toward the prepayment of the Loans and, on the earlier of the date of such application and such first Business Day, the Commitments shall be reduced by such Obligor amount, in each case as set forth in Section 2.09(d); provided that this paragraph shall not apply to the Net Cash Proceeds of (i) any Indebtedness incurred by the Target and its Subsidiaries, except to the extent that the Borrower is capable of directing the Net Cash Proceeds of such Indebtedness for use in connection with such Asset Sale. For the avoidance of doubtOffer, the Merger or the Target Refinancing, (ii) any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to Indebtedness under the Existing Agreement or any Asset Sale other existing debt security or a cure loan, credit or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent similar facility of the Majority Lenders. Borrower, the Target or any of their respective Subsidiaries, (iii) any Indebtedness issued or incurred for working capital purposes or otherwise in the ordinary course of business (including project financing and purchase money and other Indebtedness incurred to finance the acquisition, construction or improvement of assets), (iv) In Indebtedness of the event any Obligor Borrower or any of its Subsidiaries consummates an to the Borrower or any of its Subsidiaries, (v) any commercial paper or securitization facilities entered into in the ordinary course of business and (vi) any Indebtedness that refinances, extends, renews or replaces any Indebtedness of the Borrower or its Subsidiaries referred to in clause (i) or (ii) above (or any refinancing Indebtedness referred to in this clause (vi)), other than any such refinancing Indebtedness incurred in connection with the Target Refinancing, provided that (x) the aggregate principal amount of Indebtedness that refinances, extends, renews or replaces the Existing Agreement may not exceed by more than $550,000,000 in the aggregate the sum of the aggregate principal amount of Indebtedness and unused commitments under the Existing Agreement and (y) the aggregate principal amount of all such refinancing Indebtedness (other than any such Indebtedness referred to in clause (x) above) may not exceed by more than $25,000,000 the sum of the aggregate principal amount of Indebtedness and unused commitments (other than Indebtedness and unused commitments under the Existing Agreement) that are the subject of such refinancings, extensions, renewals or replacements. (c) If the Borrower or any of its Subsidiaries shall consummate any Asset Sale pursuant to Section 9.09(l)at any time after the date hereof, an amount (not subject to any Prepayment Premium) equal to 75100% of the Net Partnership Agreement Cash Proceeds received thereof shall be applied no later than the third Business Day following the date of consummation thereof toward the prepayment of the Loans and, on the earlier of the date of such application or such third Business Day, the Commitments shall be reduced by such Obligor amount, in each case as set forth in Section 2.09(d); provided that this paragraph shall not apply to the Net Cash Proceeds of any Asset Sale by the Target and its Subsidiaries, except to the extent that the Borrower is capable of directing the Net Cash Proceeds of such Asset Sale for use in connection with the Offer, the Merger or the Target Refinancing. (d) Net Cash Proceeds referred to in paragraphs (a), (b) and (c) of this Section shall, on the date specified in such Asset Saleparagraphs, (i) result in a reduction of the Commitments by the amount of such Net Cash Proceeds and (ii) if received on or after the Closing Date, be applied to the prepayment of the Loans. Prior to any prepayment of Loans under this Section, the Borrower shall specify the Borrowing or Borrowings to be prepaid (or, if no such specification shall have been provided, the Administrative Agent shall apply such prepayment, first, to ABR Borrowings and, second, to Eurodollar Borrowings in direct order of the next succeeding Interest Payment Dates therefor). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.11. (e) At the option of the Borrower, amounts to be applied to prepay Eurodollar Borrowings shall, if such prepayment would not occur on the last day of the relevant Interest Period, be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay the relevant Eurodollar Borrowings on the last day of the respective Interest Periods therefor (or, at the direction of the Borrower, on any earlier date). For purposes of this Agreement, the term “Prepayment Account” shall mean an account established by the Borrower with the Administrative Agent. The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in cash equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Borrowings to be prepaid, provided that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any applicable law or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Periods therefor is not less than the amount that would have been available had no investments been made. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited and reinvested and disbursed as described above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent shall apply amounts on deposit in the Prepayment Account to prepay the Eurodollar Borrowings.

Mandatory Prepayments. The Borrowers (a) On the next occurring Unscheduled Payment Date following the date on which Lender actually receives any Proceeds, if Lender is not obligated to make such Proceeds available to Borrower for the restoration of any Individual Property or otherwise remit such Proceeds to Borrower pursuant to Section 6.2 hereof, Borrower shall prepay or authorize Lender to apply such Proceeds as a prepayment of all or a portion of the Term Loans in amounts as provided below, it being agreed that outstanding Principal Amount of the relevant payment date shall be deemed Loan together with all interest required hereunder to be the “Redemption Date” for purposes paid thereon and any other sums due hereunder in an amount equal to one hundred percent (100%) of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoProceeds; provided, however, so long as no Default or if an Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors Lender may apply such Proceeds to the Net Cash Proceeds Indebtedness (until paid in full) in any order or priority in its sole discretion. Other than following an Event of any casualty policy up toDefault, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property no Yield Maintenance Premium shall be Collateral due in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, connection with any prepayment made pursuant to this Section 3.03(b)(ii2.3.2(a). (b) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any If, following an Event of Default which occurs in connection therewithDefault, it being understood that Borrower tenders payment of all or any part of the Indebtedness, or if all or any portion of the Indebtedness is recovered by Lender after such Event of Default may only be waived with the express consent (including, without limitation, by application of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)Reserve Funds), an amount(a) such payment may be made only, inclusive of any Prepayment Premiumor will be applied by Lender, any accrued but unpaid interest (including interest on the amount of the principal being prepaidnext occurring Unscheduled Payment Date together with all interest required hereunder to be paid thereon, (b) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) payment shall not be deemed a voluntary prepayment by Borrower, and (c) Borrower shall pay, in addition to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l)Indebtedness, an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor Liquidated Damages Amount in connection with such Asset Salethe event the payment occurs prior to the Prepayment Lockout Release Date.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In Within five (5) days following receipt by any Obligor of the event proceeds of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors Borrower may apply the reinvest such Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that that, subject to the terms of the Loan Documents, any such replaced or repaired reinvested property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(l)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Borrower may reinvest such Net Cash Proceeds; provided, further, that, subject to the terms of the Loan Documents, any such reinvested property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) Promptly, and in any event within 15 Business Days, following the Disposition (other than a Casualty or Condemnation Event) of all or any portion of Specified Property or all or any portion of the Equity Interests in ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary (whether in a single transaction or series of related transactions), the Company shall prepay the Term Loans Notes in amounts as provided below, it being agreed that an amount equal to the relevant payment date shall be deemed to be the “Redemption Date” for purposes Net Cash Proceeds of such calculation), as follows: (i) Disposition. In the event of any a Casualty or Condemnation Event, an amountpromptly, inclusive of and in any Prepayment Premiumevent within 15 Business Days, following the receipt by the Company, ▇▇▇▇▇ Oxford, any accrued but unpaid interest (including interest on ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary of Net Insurance/Condemnation Proceeds stemming from such Casualty or Condemnation Event, the Company shall prepay the Notes in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoInsurance/Condemnation Proceeds; provided, however, provided that no such prepayment shall be required so long as (i) no Default or Event of Default has occurred and is continuing, (ii) within one hundred eighty (180) days after 10 Business Days of receipt of such Net Cash ProceedsInsurance/Condemnation Proceeds the Company delivers a certificate to the Purchasers certifying as to its intent to repair, rebuild or replace such asset and that it has sufficient cash or other sources of liquidity to do so, and (iii) such repair, rebuild or replacement is completed within one year from the Obligors may apply date such Net Insurance/Condemnation Proceeds are received by the Net Cash Proceeds of any casualty policy up toCompany, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement ▇▇▇▇▇ Oxford, such ▇▇▇▇▇ Oxford Entity or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents▇▇▇▇▇ Oxford Subsidiary. (iib) In Promptly, and in any event within 10 Business Days, following the event merger or consolidation of the Company, ▇▇▇▇▇ Oxford, any Obligor ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary (whether in a single transaction or series of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofrelated transactions), the Company shall prepay the Notes in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor the Company, ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary in connection with such Asset Sale. For merger or consolidation. (c) Within 10 Business Days following a Change of Control effected without the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express prior written consent of the Majority LendersRequired Holders, the Company shall prepay the Notes in an amount equal to the aggregate principal amount of the Notes then outstanding. (ivd) In Promptly, and in any event within 15 Business Days, following the event incurrence of any Obligor or any of its Subsidiaries consummates an Asset Sale Indebtedness pursuant to Section 9.09(l)9.3(b)(ii) or any Indebtedness not permitted by Section 9.3 of this Agreement by the Company, ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary, the Company shall prepay the Notes in an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Cash Proceeds of such Indebtedness. In addition, if any Indebtedness is incurred pursuant to Section 9.3(b)(i) of this Agreement Proceeds received by such Obligor in an amount that exceeds the Indebtedness being refinanced thereby (and any reasonable premiums and other reasonable amounts paid, including accrued and unpaid interest and any fees and expenses reasonably incurred in connection with such Asset Salerefinancing), the Company shall prepay the Notes in an amount equal to such excess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent (other than the Divestiture Process, any accrued but unpaid interest which is addressed in subclause (including interest on iii) below) following the amount Closing Date, the Borrower shall, no later than one Business Day following the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100% (x) in the case of an event described in clauses (a) or (b) of the definition of the term “Prepayment Event” an amount equal to the Asset Sale/Casualty Event Percentage multiplied by Net Cash Proceeds received by the Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of such Net Proceeds; provided that, in the case of any Obligor event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $10,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending September 30, 2019, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans on a pro rata basis between the Classes of Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of the principal being prepaidprepayments of Term Loans pursuant to ‎Section 2.04(a)(i) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by during such Person. For the avoidance of doubt, fiscal year (other than any such prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) In the event and on each occasion that any Obligor Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries consummates an Asset Sale other the Divestiture Process, the Borrower shall, no later than an Asset Sale that is permitted by Section 9.09 hereof one Business Day following the day such Net Proceeds are received, prepay Term Loans (other than Section 9.09(j)), the 2019 Term A Loans) in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100100.0% of the such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iv) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event of any Obligor mandatory prepayment of Term Loan Advances from a Prepayment Event under clauses (a) or (b) of the definition thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (v) Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates an Asset Sale Term Loans pursuant to this ‎Section 2.04 (other than an optional prepayment pursuant to paragraph (a) of this Section 9.09(lor a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (vi) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount (not subject to any Prepayment Premium) equal to 75% that would be permitted in the case of an advance of an Advance of the Net Partnership Agreement Proceeds received same Type as provided in ‎Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by such Obligor accrued interest as required by ‎Section 2.11. In no event (except pursuant to ‎Section 2.05 below) shall a repayment or a prepayment of a Revolving Loan result in connection with such Asset Salea reduction of the Aggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers Borrower shall be required to prepay the unpaid principal balance of the Term Loans Loan (x) with respect to any Prepayment Event of the type set forth in amounts as provided belowclause (g) of the definition thereof, it being agreed that no later than the relevant payment date shall be deemed to be the “Redemption Date” for purposes earlier of such calculation), as follows: (i) In 45 days after the event end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any Casualty Event, an amount, inclusive of proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any Prepayment Premium, date thereafter on which any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds other proceeds subject thereto are received by any Obligor Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of its Subsidiaries which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect theretoto any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided, howeverprovided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Default or Event of Default has occurred and is continuingexists, within one hundred eighty (180) days after receipt to the extent that the proceeds received by such Person as a result of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but Prepayment Event do not exceeding exceed $4,000,000 for all losses 150,000 in the aggregate during the term of this Agreement toward applicable Fiscal Year (or, in the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive case of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Event of the principal being prepaidtype described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and fees then due are actually applied within 180 days of such receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and owing, equal to 100% of the Net Cash Proceeds thereof received or assets damaged by such Person. For Prepayment Event, such proceeds shall not be required to prepay the avoidance of doubt, any prepayment made Term Loan pursuant to this Section 3.03(b)(ii) 2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be a implied consent to any such incurrence of Indebtedness sale or other event or occurrence giving rise to a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersPrepayment Event. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Upon the occurrence of (x) a Casualty Event which, when take together with all other Casualty Events occurring in any fiscal year, results in net insurance proceeds in excess of $250,000 in such fiscal year, or (y) an Asset Sale (not otherwise permitted by Section 9.09) which, when take together with all other such Asset Sales occurring in any fiscal year, results in net sale proceeds in excess of $250,000 in such fiscal year, the Borrower shall prepay make a mandatory prepayment to the Term Loans Lender in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net insurance or net sale proceeds, as the case may be, received by any Obligor or any the Borrower in respect of its Subsidiaries with respect theretothe forgoing, which amount shall be applied as set forth in Section 3.03(c); provided, howeverprovided that, so long as no Default or Event of Default has shall have occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceedsbe continuing or shall result therefrom, the Obligors Borrower may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof use proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such any Casualty Event or Asset Sale, as the case may be, to acquire or repair fixed or capital assets useful in the Borrower’s or its Subsidiaries’ businesses, as long as such investment is made within six (6) months of such Casualty Event or Asset Sale, as the case may be, or nine (9) months of such Casualty Event or Asset Sale, as the case may be, so long as Borrower or its Subsidiaries has entered into a binding contract therefor within six (6) months of the Casualty Event or Asset Sale, as the case may be, in which case, no prepayment is required hereunder. For Any term or provision hereof to the avoidance of doubtcontrary notwithstanding, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a unless the Required Lenders otherwise consent to any in writing, no Asset Sale is permitted hereunder or a cure or waiver of under any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other Loan Document other than as expressly permitted pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale9.09.

Mandatory Prepayments. The Borrowers shall prepay Upon the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes occurrence of such calculationa Casualty Event or any Public Offering (other than a Qualified IPO), the Borrower shall make a mandatory prepayment of the Loans as followsset forth below: (i) In in the event of any Casualty Event, the Borrower shall mandatorily prepay the outstanding principal amount of the Loans in an amountamount equal to the sum of (i) 100% of the net insurance or other proceeds received by the Borrower with respect thereto, inclusive (ii) the applicable Prepayment Premium on the principal amount of any Prepayment Premium, the Loans being prepaid and (iii) any accrued but unpaid interest (including interest on the any principal amount of the principal Loans being prepaid) and fees then due and owing; provided that the Borrower may, equal upon notice to 100% Administrative Agent, use such proceeds to acquire or repair fixed or capital assets useful in the Borrower’s or its Subsidiaries’ businesses, as long as such investment is made within six months of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretoCasualty Event; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents.and (ii) In in the event of any Obligor or any of its Subsidiaries incurs Indebtedness Public Offering (other than Indebtedness that is permitted by Section 9.01 hereofa Qualified IPO), the Borrower shall mandatorily prepay the outstanding principal amount of the Loans in an amount, inclusive amount equal to the sum of any (i) 25% of the net cash proceeds thereof; (ii) the applicable Prepayment Premium, Premium on the principal amount of the Loans being prepaid and (iii) any accrued but unpaid interest (including interest on the any principal amount of the principal Loans being prepaid) and fees then due and owing. E. If a Qualified IPO is consummated on or before December 31, equal to 100% 2018, the chart set forth in Section 10.02 of the Net Cash Proceeds thereof received Credit Agreement will be amended by such Person. For adding the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with following at the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.end thereof:

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (a) Upon (i) In the event occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount a Change in Control of the principal being prepaidCompany, (ii) a transfer of all or substantially all of the assets of the Company to any Person in a single transaction or series of related transactions, (iii) a consolidation or merger of the Company with or into another Person in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and fees then due and owing(iii) being referred to as a “Sale Event”), equal or (iv) the occurrence of a Registration Default which continues uncured for a period of twenty (20) days, then, in each case, the Company shall, upon request of the Majority Holders, redeem the Convertible Note. The redemption price payable upon any such redemption shall be the redemption price in Section 5 of the Convertible Note (referred to 100herein as the "Formula Price"). (b) At the option of Purchaser, upon the consummation of one or more Financings, the Company shall use 25% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty therefrom (180) days after receipt of unless such Net Cash Proceeds, Proceeds from each such Financing is less than $250,000) to redeem the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsConvertible Note. (iic) Upon the issuance of the Maximum Number of Shares, the receipt by the Company of Notice of Conversion requiring the issuance of shares of Common Stock in excess of the Maximum Number of Shares, and the failure within 70 days of such issuance to obtain shareholder approval to issue additional shares of Common Stock required to be issued in connection with such Notices of Conversion (the “Redemption Event”), the Company shall redeem the outstanding balance of each Convertible Note for the Formula Price. (d) In the event any Obligor or any that there is an insufficient number of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted authorized, issuable, shares of Common Stock registered under the Registration Statement filed by Section 9.01 hereofthe Company to allow Purchaser to fully convert the Convertible Note and exercise all Warrants held by Purchaser and sell such shares issued thereon, then the Company shall immediately file an amountamendment to the then current Registration Statement to register a sufficient number of such shares to convert said Convertible Note and Warrants. Upon the failure within twenty (20) Trading Days measured from the date of filing the Registration Statement to register a sufficient number of such shares, inclusive the Company shall redeem the outstanding balance of any Prepayment Premiumeach Convertible Note for the Formula Price. In addition, any accrued but unpaid interest (including interest on the amount failure of the principal being prepaidCompany to register a sufficient number of such shares to fully convert said Convertible Note and exercise such Warrants shall be a Registration Default under Section 10.4(e) and fees then due and owing, equal to 100% from the date of the Net Cash Proceeds thereof received by such Person. For Notice of Conversion to the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent date of the Majority Lenders. earlier of (iiii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount redemption of the principal being prepaid) and fees then due and owing, equal to 100% outstanding balance of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iiiConvertible Note or (ii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent full conversion of the Majority LendersConvertible Note and exercise of all such Warrants. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received If Indebtedness is incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Group Member (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof6.2), then on the date of such issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such PersonAsset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Group Member of such Net Cash Proceeds, an amount equal to 100% of the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e) (any such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or Foreign Recovery Event, the Term Loan Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the amount thereof in accordance with this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j2.14(c)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, in no event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries. (d) (i) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term A Loans (that is incurred to refinance Term A Loans) shall be used on a dollar-for-dollar basis for the repayment of Term A Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received and (ii) the Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term B Loans (that is incurred to refinance Term B Loans) shall be used on a dollar-for-dollar basis for the repayment of Term B Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment made of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 3.03(b)(iii) 2.14 shall not be deemed applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that if any Lenders exercise the right to waive a consent to any Asset Sale or a cure or waiver given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Event of Default which occurs in connection therewithhas occurred and is continuing, it being understood that the applicable Administrative Agent may, and (y) at any such time while an Event of Default may only be waived with has occurred and is continuing, upon written direction from the express consent Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the Majority Lenderspayment of Eurodollar Loans. (ivf) In Any mandatory prepayment of (x) the event any Obligor or any of its Subsidiaries consummates an Asset Sale Term Loans to be made pursuant to Section 9.09(l2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Class of Incremental Term A Loans, Incremental Term B Loans or Extended Term Loans under the Term Loan A Facility or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) any Term Loan A Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan A Lender) may elect, by notice to the Term Loan A Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term A Loans pursuant to clauses (b) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term A Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan A Proceeds”); and (ii) any Term Loan B Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan B Lender) may elect, by notice to the Term Loan B Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term B Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term B Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan B Proceeds”). (h) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers shall prepay Subject to the Term Loans in amounts as provided proviso below, it being agreed that upon the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrower shall make a mandatory prepayment of the principal being prepaid) and fees then due and owing, Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by any Obligor the Borrower or any other Obligor as a result of its Subsidiaries with respect theretosuch Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided, however, provided that so long as no Default or Event of Default has occurred and is continuingcontinuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days after receipt following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash ProceedsProceeds received by the Borrower or any other Obligor as a result of such Casualty Event, and (B) any accrued but unpaid interest on such principal amount of the Obligors may apply the Net Cash Proceeds of any casualty policy up toTerm Loan being prepaid, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that to the extent that the property subject to the Casualty Event is Collateral, then any such replaced acquired, replaced, repaired, purchased or repaired constructed property shall be Collateral in which the Administrative Agent Agent, for the benefit of the Lenders Lenders, has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) If at any time there shall prepay the Term Loans in amounts as provided belowoccur, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes whether voluntarily, involuntarily or by operation of such calculation)law, as follows: a sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of (i) In any of the event Collateral Property, (ii) any of the Collateral or (iii) any Casualty Eventdirect or indirect interest of Borrower in a Subsidiary Property Owner (each of (i), an amount(ii) and (iii) being a “Transfer”), inclusive except for leasing activities permitted under §8.11 and Permitted Liens, as expressly set forth in §5.2, or approved by Agent in writing, all of the Obligations outstanding on such date, together with any Prepayment Premium, any and all accrued but unpaid interest (including interest on the amount of the principal being prepaid) thereon and prepayment fees then shall become absolutely due and owingpayable. Each Subsidiary Property Owner acknowledges and agrees that all payments (less any customary expenses payable to any Person that is unrelated to the Borrower, equal to 100% of the Net Cash Proceeds received by any Obligor Guarantors or any of its Subsidiaries their respective partners, members, managers, officers or directors or any Person affiliated with respect thereto; providedthe Borrower, howeverGuarantors or any their respective partners, so long members, managers, officers or directors) actually received by such Subsidiary Property Owner as no Default or Event a result of Default has occurred a Transfer shall be paid to Agent and is continuingwill be deemed payments to Agent by Borrower. Agent shall apply any and all such payments actually received by Agent in satisfaction of the Obligations in accordance with the terms hereof. Notwithstanding anything in this Agreement to the contrary, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term event Borrower or Aquia elects to transfer all of this Agreement toward the replacement or repair of destroyed or damaged property; provided▇▇▇▇▇ ▇▇▇▇▇ Center to a joint venture, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit then all of the Lenders has been granted a security interest under the Security Documents. (ii) In the event Obligations outstanding on such date, together with any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. (including b) If at any time (i) the Secured Credit Agreement is terminated, or (ii) all of the “Revolving Credit Commitments” (as defined in the Secured Credit Agreement) are terminated, then in any of such events the Commitment under this Agreement shall terminate and the Borrower shall immediately pay to Agent on behalf of the Banks all principal, interest on and other amounts due and payable under this Agreement. (c) If at any time the sum of the aggregate of the Outstanding Loans exceeds the lesser of (i) the Total Commitment, and (ii) the Total Development Costs, the Borrower shall immediately pay the amount of such excess to the principal being prepaid) and fees then due and owing, equal to 100% Agent for the respective accounts of the Net Cash Proceeds thereof received by such Person. For Banks for application to the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersLoans. (iiid) In Beginning the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof calendar quarter ending on March 31, 2010, and continuing on each June 30, September 30, December 31 and March 31 thereafter (other than Section 9.09(j)each such day shall be referred to as a “Quarterly Reduction Date”), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Total Commitment shall automatically be reduced by $1,250,000. Borrower shall pay to Agent for the respective accounts of the principal being prepaid) and fees then due and owing, equal Banks for application to 100% the Loans such amount as is necessary so that the sum of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For Outstanding Loans does not exceed the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with new Total Commitment from and after the express consent of the Majority Lendersmost recent Quarterly Reduction Date. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. (a) The Borrowers Company shall prepay make a prepayment upon the Term Loans occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts as provided belowunless an Event of Default is then existing, it being agreed that in which case the relevant payment date provisions of the Guaranty and Collateral Agreement shall be deemed applicable with respect to be application of the “Redemption Date” for purposes of such calculation), as followsproceeds thereof: (i) In Concurrently with the event receipt by any Loan Party (other than Holdings) of any Casualty EventNet Cash Proceeds from any Asset Disposition (other than as a result of an Event of Loss), then in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of all such Net Cash Proceeds; provided, that, if no Event of Default exists at the Obligors may apply time of receipt of any Net Cash Proceeds or at the time of the reinvestment thereof as provided below, such prepayment shall not be required to the extent the Company reinvests the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses such Asset Disposition in another asset performing the same or a similar function or that is otherwise useful in the aggregate during business of a Loan Party (other than Holdings), within 60 days after the term date of this Agreement toward the replacement such Asset Disposition or repair of destroyed or damaged property; provided, further, that any enters into a binding commitment thereof within said 60-day period and promptly thereafter makes such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsreinvestment. (ii) In Concurrently with the event receipt by any Obligor or any of its Subsidiaries incurs Indebtedness Loan Party (other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive Holdings) of any Prepayment PremiumNet Cash Proceeds from any issuance of Capital Securities of any Loan Party (other than Holdings) (excluding (A) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program, and (B) any accrued but unpaid interest (including interest on the issuance by any Loan Party to another Loan Party), in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the all such Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iii) In Concurrently with the event receipt by any Obligor or any of its Subsidiaries consummates an Asset Sale Loan Party (other than an Asset Sale that is Holdings) of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (other than Holdings) (excluding Debt permitted by Section 9.09 hereof (other than Section 9.09(j)11.1), in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the all such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iv) In Concurrently with the event receipt by any Obligor Loan Party (other than Holdings) of any Net Cash Proceeds from any Insurance Proceeds as a result of an Event of Loss, an amount equal to 100% of all such Net Cash Proceeds; provided, that, if no Event of Default exists at the time of receipt of any Net Cash Proceeds or at the time of the reinvestment thereof as provided below, such prepayment shall not be required to the extent the Company reinvests the Net Cash Proceeds of such Event of Loss in another asset performing the same or a similar function or that is otherwise useful in the business of a Loan Party (other than Holdings), within 60 days after the date of such Event of Loss or enters into a binding commitment thereof within said 60-day period and promptly thereafter makes such reinvestment. (b) If on any day the Revolving Outstandings plus the outstanding amount of its Subsidiaries consummates the Swing Line Loan exceeds the Revolving Loan Availability, the Company shall within one (1) Business Day of such day prepay Revolving Loans in an Asset Sale amount sufficient to eliminate such excess. (c) If on any day on which the Revolving Commitment is reduced pursuant to Section 9.09(l)6.2.1, the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds such reduced Revolving Commitment, the Company shall immediately on such day prepay Revolving Loans in an amount (not subject sufficient to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by eliminate such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers (i) If at any time the sum of the outstanding balances of the Revolving Loan and the Swing Line Loan exceed the Maximum Amount less the Reserves as then in effect, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. (ii) No later than the Business Day following receipt by any Credit Party of Net Cash Proceeds of any Disposition (other than Excluded Disposition Proceeds), Borrower shall prepay the Term Loans Obligations in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretosuch Disposition; provided, however, that so long as (a) no Default or Event of Default has occurred and is continuing, within one hundred eighty (180b) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but all Dispositions (other than Excluded Disposition Proceeds) from the first day of the then current Fiscal Year through the applicable date of determination do not exceeding exceed $4,000,000 for all losses 1,000,000 in the aggregate during for all Credit Parties combined and (c) the term applicable Credit Party shall have delivered to Agent written notice on or prior to the fifth Business Day after such Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of this Agreement toward such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the replacement Net Cash Proceeds of such Disposition to reinvest in capital assets used or repair to be used in the businesses of destroyed the Credit Parties of the type engaged in by the Credit Parties as of the Closing Date or damaged propertybusinesses reasonably related thereto (a “Reinvestment Transaction”), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds to such Reinvestment Transaction within 180 days following such Disposition; provided, further, that (1) any portion of such replaced or repaired property Net Cash Proceeds that Borrower does not so elect in such written notice to allocate to such Reinvestment Transaction shall be Collateral applied to prepay the Loans in which accordance with this Section 1.3(b)(ii) no later than the Administrative Business Day following receipt thereof by Agent; (2) until such Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent for or (y) applied to reduce the benefit outstanding principal balance of the Revolving Loan (which application shall not result in a permanent reduction of the Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall establish a Reserve against the Borrowing Availability in an amount equal to the amount of such proceeds so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders has shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been granted applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be reduced by the amount of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 days following such Disposition or to the extent any portion of such Net Cash Proceeds allocated to such Reinvestment Transaction are not applied to such Reinvestment Transaction within 180 days following such Disposition, (A) such Net Cash Proceeds then held in such account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a security interest under Revolving Credit Advance, the Security Documentsproceeds of which shall be applied to the prepayment of the Loans in accordance with this Section 1.3(b)(ii). (iiiii) In No later than the event Business Day following receipt by any Obligor Credit Party of Net Cash Proceeds of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any of its Subsidiaries incurs Indebtedness Stock Issuance (other than Indebtedness that is permitted Excluded Stock Issuance Proceeds), Borrower shall prepay the Obligations in an amount equal to such Net Cash Proceeds. No later than the Business Day following the ninetieth (90th) day following receipt by Section 9.01 hereof, an amount, inclusive any Credit Party of Net Cash Proceeds of any Prepayment PremiumDebt Issuance referred to in clause (c) or (d) of the definition of Excluded Debt Issuance Proceeds, any accrued but unpaid interest (including interest on Borrower shall prepay the Obligations in an amount equal to the amount of the principal being prepaid(if any) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received from such Debt Issuance that have not been applied as provided in subclause (i) or (ii) of such clause (c) or (d), as applicable. No later than the Business Day following the ninetieth (90th) day following receipt by such Person. For the avoidance any Credit Party of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver Net Cash Proceeds of any Event of Default which occurs Stock Issuance referred to in connection therewith, it being understood that any such Event of Default may only be waived with the express consent clause (c) of the Majority Lenders. (iii) In definition of Excluded Stock Issuance Proceeds, Borrower shall prepay the event any Obligor or any of its Subsidiaries consummates Obligations in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on amount equal to the amount of the principal being prepaid(if any) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by from such Obligor Stock Issuance that have not been applied as provided in connection with subclauses (i), (ii), (iii) or (iv) of such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersclause (c). (iv) In On each IDS Payment Date occurring on or after June 30, 2005 on which the event any Obligor payment of cash interest on one or any more series or issues of its Subsidiaries consummates an Asset Sale IDS Subordinated Notes is then prohibited pursuant to Section 9.09(l6.14 (such one or more series or issues of IDS Subordinated Notes, the “Subject IDS Subordinated Notes”), Borrower shall prepay the Obligations in an aggregate amount (not subject to any Prepayment Premium) equal to the lesser of: (A) 100% of the amount of (I) Distributable Cash as of such IDS Payment Date minus (II) the aggregate amount of cash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding IDS Payment Date which is attributable to such Subject IDS Subordinated Notes. (v) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Obligations in an aggregate amount equal to: (A) 75% of the Net Partnership Agreement Proceeds received amount of Excess Cash as of such IDS Payment Date, minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such Obligor IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the Obligations from insurance and condemnation proceeds in connection accordance with Section 5.4(c) and the Mortgages, respectively. The Agent shall give prompt notice to each Lender of the amount of each mandatory prepayment made by Borrower under this Section 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i)) shall be for less than all of the Term Loan (a “Mandatory Partial Term Prepayment” and the amount thereof the “Mandatory Partial Term Prepayment Amount”), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent promptly following such Asset SaleLender’s receipt of notice thereof pursuant to the preceding sentence, to decline to receive its ratable share of such Mandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender that did not decline such prepayment.

Mandatory Prepayments. The Borrowers Subject to subsection (e) of this Section, upon the receipt by the Borrower or any of its Subsidiaries (other than a Joint Venture Subsidiary) of Net Cash Proceeds in respect of any Prepayment Event, the Borrower shall prepay the Term Loans in amounts as provided below, it being agreed that an amount equal to such Net Cash Proceeds. Each such prepayment shall be required to be made on the last day of the reinvestment period for the relevant payment Prepayment Event as set forth in the definition of "Net Cash Proceeds" or, if earlier, the date shall be deemed on which the Borrower decides to be prepay the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of Term Loans with the Net Cash Proceeds received by of such Prepayment Event; provided that if the Net Cash Proceeds in respect of any Obligor or any of its Subsidiaries with respect thereto; providedPrepayment Event are less than $25,000,000, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt such prepayment shall be required until the amount of such Net Cash Proceeds, together with the Obligors may apply the amount of all other Net Cash Proceeds in respect of which no prepayment under this subsection (c) shall have theretofore been made, are equal to at least $25,000,000. Pending the final application of Major Casualty Proceeds or any casualty policy up tocash proceeds in respect of an Asset Sale, but not exceeding $4,000,000 for all losses a Debt Incurrence or an Equity Issuance in accordance with the aggregate during the term terms of this Agreement toward Agreement, the replacement Borrower may temporarily repay Revolving Loans or repair of destroyed or damaged property; provided, further, that otherwise invest such amounts in any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness manner that is permitted not prohibited by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersAgreement. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The (i) If, at any time, the aggregate principal amount of the Revolving Loans outstanding plus the Letter of Credit Usage exceeds the lesser of the Borrowing Base or the Revolving Loan Limit, then a Borrower shall promptly, but in any event, within one Business Day prepay the Obligations in an aggregate amount equal to the amount of such excess (or after the prepayment of all Revolving Loans, upon ▇▇▇▇▇▇’s demand, immediately provide cash collateral up to 105% of the Letter of Credit Usage as required to address such excess, even if amounts greater than such excess are required as a result of the amount of any Letters of Credit then outstanding). (ii) Within one Business Day of the date of receipt by any Loan Party of the cash proceeds of any voluntary or involuntary sale or other disposition of assets of any Loan Party permitted under clauses (d), (g), (h) or (l) of the definition of the term Permitted Dispositions, Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the outstanding principal amount of the principal being prepaid) and fees then due and owing, Obligations in an amount equal to 100% of the Net Cash Proceeds such net cash proceeds received by such Person in connection with such sales or other disposition cash proceeds, net of Indebtedness secured by a Permitted Lien on the asset sold or otherwise disposed of, fees and expenses related to such sale, and taxes paid or payable in connection therewith; provided, that with respect to any Obligor net cash proceeds of a disposition arising as a result of any condemnation or casualty loss, so long as (A) no Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrower Representative shall have given Lender prior written notice of Borrowers’ intention to apply such monies to the costs of repair or replacement of the properties or assets that are the subject of such disposition, (C) the monies are held in a deposit account in which Lender has a perfected first-priority security interest, and (D) such Loan Party or its Subsidiary, as applicable, completes such repair, replacement, purchase, or construction within 180 days after the initial receipt of such monies (or such longer period of time as Lender shall agree in writing), then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of repair and/or replacement of the assets that are the subject of such disposition. All such net cash proceeds received in connection with any such sale or disposition (including any unused net cash proceeds remaining after such 180 day period in clause (D) above (or such longer period of time as Lender shall agree in writing) expires without such repair, replacement, purchase, or construction being made or completed) shall be paid to Lender and applied (i) in the case of any such sale or disposition of Eligible Real Property, to the Revolving Loans with a permanent reduction in the Real Property Subline Amount equal to the greater of (x) 60% of the appraised fair market value of the Eligible Real Property so sold or disposed and (y) the net cash proceeds of the Eligible Real Property so sold or disposed until the Real Property Subline Amount is reduced to zero (whereupon any such remaining proceeds will be applied to the Revolving Loans without any further reduction in availability) and (ii) in the case of any such sale or disposition of any other assets, to the Term Loan in the inverse order of maturity (including for this purpose the amount due and payable on the Maturity Date as an installment) until paid in full and thereafter to the Revolving Loans; provided, that no Loan Party nor any of its Subsidiaries shall have the right to use such net cash proceeds of such sale or disposition to make such repairs, replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year without the prior written consent of Lender. Nothing contained in this Section 2.4(d)(ii) shall permit any Loan Party or any of its Subsidiaries with respect thereto; provided, however, so long as no Default to sell or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds otherwise dispose of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness assets other than Indebtedness that is permitted by in accordance with Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders6.4. (iii) In If Lender obtains an appraisal of the event Eligible Equipment at any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is time as permitted by Section 9.09 hereof (other than Section 9.09(j))under this Agreement, an amount, inclusive of any Prepayment Premium, any accrued but and such appraisal shows the aggregate unpaid interest (including interest on the principal amount of the principal being prepaid) and fees then due and owing, equal Term Loan to 100exceed 85% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For Orderly Liquidation Value of Eligible Equipment, then Lender may (1) require Borrowers to immediately prepay the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent unpaid principal of the Majority Lenders.Term Loan in the amount of such excess or (2) establish and maintain a Reserve in the amount of such excess (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% Each of the Net Partnership Agreement Proceeds received by such Obligor mandatory prepayments described in connection with such Asset Salethis Section 2.4(d) shall be made without premium or penalty and shall not result in a permanent reduction in the Revolving Loan Limit.

Mandatory Prepayments. The Borrowers (i) Subject to the payment of the amounts described in Section 2.6(d), in the event the CP Insurance Policy is terminated, cancelled or modified in writing for any reason (provided that any such modification has not been consented to by the Collateral Agent) or if the Issuer shall dispute in writing the validity of the CP Insurance Policy or its liability for coverage thereunder, the Issuer shall prepay the Term Loans entire outstanding principal amount of the Notes no later than five (5) Business Days following such termination, cancellation, modification or dispute. (ii) Subject to the payment of the amounts described in amounts as provided belowSection 2.6(d), it being agreed that if the relevant payment Obligors sell or otherwise disposes of all or substantially all of the Collateral, the Issuer shall prepay the Notes in an amount equal to the Net Cash Proceeds of such sale or disposition. Such repayment of the Notes is to be made promptly but in no event more than five (5) Business Days following receipt of such Cash Proceeds by an Obligor, and until the date of payment, such proceeds shall be held in trust for the Collateral Agent on behalf of itself and on behalf of the other Secured Parties. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the “Redemption Date” for purposes of such calculation), as follows:terms and conditions hereof. (iiii) In Proceeds received by any Obligor, the event of any Casualty EventCollateral Agent or the Note Administrative Agent under the CP Insurance Policy, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on shall be paid by the relevant recipient to the Note Purchasers and applied to the outstanding principal amount of the principal being prepaidNotes within one (1) and fees then due and owing, equal to 100% Business Day of the receipt thereof. (iv) Net Cash Proceeds received by any Obligor (A) under any property or casualty insurance policy of any Obligor (other than business interruption insurance) on account of damage or destruction of any Collateral or under any condemnation award as a result of any taking or condemnation of any Collateral) shall be applied to the outstanding principal amount of the Notes within ten (10) Business Days of receipt thereof, and (B) with respect to any Disposition (other than Dispositions described in clause (ii) above or any Disposition permitted under clauses (a) through (l) of its Subsidiaries the definition of “Permitted Dispositions”) shall be applied to the outstanding principal amount of the Notes within ten (10) Business Days of receipt thereof; provided that with respect thereto; providedto any Net Cash Proceeds described in this clause (iv), howeverthe Issuer may, within such ten (10) Business Day period, elect by written notice to the Collateral Agent to apply such Net Cash Proceeds to repair or replace Collateral or reinvest in assets of a kind then used or usable in the business of the Obligors and their Subsidiaries (other than cash, Cash Equivalent or other current assets), and if it does so elect, shall not be required to apply such Net Cash Proceeds to prepay the Notes as set forth above except to the extent of any such Net Cash Proceeds that it has not so applied to repair or replace Collateral or reinvest in such assets within 180 days of receiving such Net Cash Proceeds (or, if a binding commitment in respect thereof has been entered into within such 180-day period, to the extent of any such Net Cash Proceeds that it has not so applied to repair or replace Collateral or reinvest in assets within 180 days after the end of such 180-day period) (or, in each case, such longer period acceptable to the Collateral Agent), so long as (x) no Default or Event of Default has occurred and is continuingcontinuing at the time of such reinvestment and (y) such Net Cash Proceeds are held in a Deposit Account, within subject to a Deposit Account Control Agreement prior to the consummation of such reinvestment. (v) Subject to the payment of the amounts described in Section 2.6(d), if the Obligors incur any Indebtedness not expressly permitted to be incurred pursuant to Section 7.6, the Issuer shall prepay the Notes in an amount equal to the Net Cash Proceeds of such Indebtedness. Such repayment of the Notes is to be made promptly but in no event more than one hundred eighty (1801) days after Business Day following receipt of such Net Cash ProceedsProceeds by an Obligor, and until the Obligors may apply the Net Cash Proceeds date of any casualty policy up topayment, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property proceeds shall be Collateral held in which the Administrative Agent trust for the benefit Collateral Agent on behalf of itself and on behalf of the Lenders has been granted a security interest under the Security Documentsother Secured Parties. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event that any item of Eligible Inventory shall be sold or assigned by any Borrower or any Marine Subsidiary of such Borrower, or the ownership interests (whether stock or otherwise) of any Casualty EventBorrower in any Marine Subsidiary of such Borrower owning record or beneficial title to any item of Eligible Inventory shall be sold or transferred, then such Borrower shall immediately prepay the Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an amountOwner Trustee, inclusive or the sale or assignment of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower's or any of its Subsidiaries with respect thereto; providedMarine Subsidiary's beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, howevershall be considered a sale or assignment, so long as no Default or Event of Default has occurred and is continuingthe case may be, within one hundred eighty (180) days after receipt of such Net Cash ProceedsEligible Inventory by such Borrower or such Marine Subsidiary, as the Obligors case may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsbe. (iib) In the event any Obligor or that any of its Subsidiaries incurs Indebtedness other the Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly but in no event more than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive ten days after such Casualty Loss notify Agent and Lenders of such Casualty Loss and make arrangements reasonably acceptable to the Agent to cause any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof all cash proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed Borrower to be paid to Lenders as a consent prepayment hereunder. To the extent not so prepaid, the Loan funded with respect to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only Eligible Inventory will nevertheless be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received paid by such Obligor Borrower as provided in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.2.1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) After the Listing Window, on the next Business Day following the Company consummating any Change of Control or public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than an Exempt Issuance or any issuance of Common Stock to the general public), Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction of any kind (each a “Subsequent Offering”), the Company shall, to the extent requested by the Holder in its sole discretion, pay to the Holder in cash an amount equal to the net proceeds of such Subsequent Offering to repay the Obligations (a “Mandatory Prepayment Amount”). The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected net proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may convert the Note in the amount of such payment and, in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on that the amount terms of the principal being prepaid) and fees then due and owingSubsequent Offering do not provide for the repayment in cash in full of all outstanding Obligations, equal the Holder may choose, in its sole discretion, to 100% adjust the Conversion Price to match the price of the Net Cash Proceeds received Common Stock issued or implied by such Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Subsequent Offering otherwise prohibited by the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Transaction Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders[Reserved. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.]

Mandatory Prepayments. The Borrowers shall Subject to the proviso below, and except to the extent such Net Cash Proceeds have been used to prepay the Term Loans in amounts as provided belowobligations under the Parent Credit Agreement, it being agreed that upon the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrower shall make a mandatory prepayment of the principal being prepaid) and fees then due and owing, Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by any Obligor the Borrower or any other Obligor as a result of its Subsidiaries with respect theretosuch Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided, however, provided that so long as no Default or Event of Default has occurred and is continuingcontinuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days after receipt following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash ProceedsProceeds received by the Borrower or any other Obligor as a result of such Casualty Event, and (B) any accrued but unpaid interest on such principal amount of the Obligors may apply the Net Cash Proceeds of any casualty policy up toTerm Loan being prepaid, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that to the extent that the property subject to the Casualty Event is Collateral, then any such replaced acquired, replaced, repaired, purchased or repaired constructed property shall be Collateral in which the Administrative Agent Agent, for the benefit of the Lenders Lenders, has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received If Indebtedness is incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Group Member (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof6.2), then on the date of such issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such PersonAsset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Group Member of such Net Cash Proceeds, an amount equal to 100% of the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e) (any such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or Foreign Recovery Event, the Term Loan Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the amount thereof in accordance with this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j2.14(c)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, in no event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries[reserved]. (d) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term BA Loans (that is incurred to refinance Term BA Loans) shall be used on a dollar-for-dollar basis for the repayment of Term BA Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment made of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 3.03(b)(iii) 2.14 shall not be deemed applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay SOFR Loans of such Class; provided, however, that if any Lenders exercise the right to waive a consent to any Asset Sale or a cure or waiver given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or SOFR Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and applied thereafter to prepay the SOFR Loans on the last day of the next expiring Interest Period for SOFR Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the SOFR Loan in respect of which such deposit was made, until such amounts are applied to prepay such SOFR Loan, and (B) (x) at any time while a Specified Event of Default which occurs in connection therewithhas occurred and is continuing, it being understood that the applicable Administrative Agent may, and (y) at any such time while an Event of Default may only be waived with has occurred and is continuing, upon written direction from the express consent Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the Majority Lenderspayment of SOFR Loans. (ivf) In Any mandatory prepayment of (x) the event any Obligor or any of its Subsidiaries consummates an Asset Sale Term Loans to be made pursuant to Section 9.09(l2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Class of Incremental Term BA Loans or Extended Term Loans under the Term Loan BA Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) [reserved]; and (i) (ii) any Term Loan BA Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan BA Lender) may elect, by notice to the Term Loan BA Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term BA Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term BA Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan BA Proceeds”); and (ii) [reserved]. (h) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) ai In the event that the outstanding amount of any Casualty Event, an amount, inclusive component of any Prepayment Premium, any accrued but unpaid interest (including interest on the Loans or the outstanding aggregate amount of the principal being prepaidLoans and Letter of Credit Accommodations exceeds the amounts available under the Lending Formulas, the sublimit for Letter of Credit Accommodations set forth in Section 3.2(d) or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Agent and fees then due Lenders in that circumstance or on any future occasions and owingBorrowers shall, equal upon demand by Agent, which may be made at any time or from time to 100% time, immediately repay to Agent, for the ratable benefit of Lenders, the Net Cash Proceeds received entire amount of any such excess(es) for which payment is demanded, or in the case of Letter of Credit Accommodations, provide cash collateral to Agent (for itself and the ratable benefit of Lenders) in such amount. (bi Immediately after the receipt by any Obligor a Borrower or any of its Subsidiaries with respect thereto; providedof any Net Cash Proceeds on account of (i) the sale, howeverassignment or other disposition of assets of such Borrower or any of its Subsidiaries (other than (A) sales of Inventory in the ordinary course of such Borrower's and its Subsidiaries' business, or (B) so long as no Default or Event of Default exists or has occurred occurred, sales of worn-out or obsolete Equipment to the extent permitted under Section 7.14 in the aggregate amount of up to $750,000 for all such sales by Borrowers of such Equipment), or (ii) the loss of or damage to all or any portion of the assets of a Borrower or any of its Subsidiaries, such Borrower shall absolutely and is continuingunconditionally, within without notice or demand, make a payment to Agent, for the ratable benefit of Lenders, as a mandatory prepayment of the then outstanding principal amount of the Loans, in an amount equal to one hundred eighty (180100%) days after receipt percent of all such Net Cash Proceeds, provided, that, such Borrower or such Subsidiary shall not be required to make such mandatory prepayment with the Obligors may apply proceeds of sales of worn-out or obsolete Equipment as provided in clause (i) above prior to an Event of Default, so long as all of such proceeds are used within one hundred twenty (120) days after the Net Cash Proceeds date of receipt thereof to purchase new Equipment free and clear of any casualty policy up tosecurity interest, but not exceeding $4,000,000 for all losses lien, claim or other encumbrance. (ci All such payments in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit respect of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made Loans pursuant to this Section 3.03(b)(ii) 3.5 shall not be deemed to be a consent to any such incurrence of Indebtedness without premium or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any penalty. All interest accrued but unpaid interest (including interest on the principal amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made Loans paid pursuant to this Section 3.03(b)(iii3.5 shall be paid, or may be charged by Agent to the loan account(s) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event Borrower, at Agent's option, on the date of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenderspayment. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay If at any time the Term Loans in amounts as provided belowBorrower receives any --------------------- proceeds from the sale by the Borrower of Collateral to anyone (including the Company), it being agreed that the relevant payment date proceeds from such sale of Collateral shall be deemed applied first to be the “Redemption Date” for prepayment of the accrued and unpaid interest hereon and then to the unpaid principal hereof. For purposes of such calculation)this Section 1, as follows: the term "sale" in the context of a sale of Collateral shall include, in addition to any direct sale of Collateral, any transaction (including, without limitation, a merger, consolidation or recapitalization) pursuant to which Collateral is converted into a right to receive, in whole or partial exchange or substitution for Collateral, cash or cash equivalents. The right of the Borrower to receive proceeds upon the sale of Collateral is subject to the prior right of the Company (or other holder of this Note) (i) In in the event case of any Casualty Eventa sale of Collateral to the Company (or other holder of this Note), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount in lieu of the principal being prepaidCompany (or such other holder) and fees then due and owingpaying the proceeds from such sale to the Borrower or his heirs, successors or permitted assigns to set off against amounts owed under this Note an amount equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt proceeds of such Net Cash Proceedssale, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In in the event case of a sale of Collateral to any Obligor other person or entity (collectively, the "Transfer Parties"), in lieu of any of its Subsidiaries incurs Indebtedness such Transfer Parties ---------------- paying the purchase price therefor to the Borrower or his heirs, successors or permitted assigns, to direct such Transfer Parties to pay an amount equal to the proceeds of such sale to the Company (or other than Indebtedness that is permitted holder of this Note) which shall set off such amount against this Note. Concurrently with any prepayment (including by Section 9.01 hereof, an amount, inclusive set-off) of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount portion of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made this Note pursuant to this Section 3.03(b)(ii1 or Section 2 hereof, the Company (or other holder of this Note) shall make a notation of such payment hereon. If full payment of this Note is made, this Note shall be canceled. If at any time, or from time to time, after the date hereof and following the occurrence and during the continuance of an Event of Default (as hereinafter defined), the Borrower shall receive or shall otherwise become entitled to receive from the Company (or other holder of this Note) any cash payments, cash dividends or other cash distributions in respect of any Collateral, then and in each case, the Borrower or any of his heirs, successors or permitted assigns to whom such distribution may be made shall, upon the receipt thereof, return to the Company (or other holder of this Note) such payments, dividends and distributions, and the Company (or other holder of this Note) shall, upon receipt thereof, apply such amount to the prepayment of this Note in the manner set forth in the first paragraph of this Section 1, and the Company (or other holder of this Note) shall not be deemed obligated to be a consent to make any such incurrence of Indebtedness cash payment, cash dividend or a cure or waiver of any Event of Default other cash distribution not theretofore made to which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is his heirs, successor or permitted by Section 9.09 hereof (other than Section 9.09(j))assigns are otherwise entitled in respect of their Collateral and may, an amountin lieu of paying such amount to the Borrower, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on set off the amount of such cash payment, cash dividend or other cash distribution against this Note in the principal being prepaid) and fees then due and owing, equal to 100% manner set forth in the third paragraph of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders1. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) If any Capital Stock shall prepay be issued by Cedar Fair LP (other than Capital Stock issued to employees and officers of a Group Member pursuant to an established compensation plan) or any capital contribution is made to Cedar Fair LP (other than a capital contribution by any Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or contribution toward the prepayment of the Term Loans and the Revolving Loans as set forth in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaidSections 4.2(e) and fees then due and owing(f); provided, however, that notwithstanding the foregoing an amount equal to 100% of the Net Cash Proceeds received by any Obligor or any first $250,000,000 of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in such issuance or contribution received by Cedar Fair LP after the aggregate during the term date of this Agreement shall be applied on the date of such issuance or contribution toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit prepayment of the Lenders has been granted a security interest under U.S. Term Loans and thereafter towards the Security Documentsprepayment of the Canadian Term Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). (iib) In the event If any Obligor or any of its Subsidiaries incurs Indebtedness (other than Indebtedness that is permitted Excluded Indebtedness) shall be issued or incurred by Section 9.01 hereofany Group Member, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by shall be applied on the date of such Person. For issuance or incurrence toward the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersTerm Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). (iiic) In the event If any Obligor or Group Member shall receive Net Cash Proceeds from any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted or Recovery Event, unless a Reinvestment Notice shall have been delivered by a Group Member within five Business Days of the receipt of such Net Cash Proceeds, each applicable Borrower shall apply or cause to be applied such Net Cash Proceeds to the prepayment or offer of prepayment of the Loans, as applicable, as follows: (i) in the case of U.S. Loans, such Net Cash Proceeds shall be applied by the U.S. Borrower on the tenth Business Day following receipt thereof toward the prepayment of the U.S. Term Loans and the U.S. Revolving Loans in the amount and in the manner set forth in Section 9.09 hereof (other than Section 9.09(j4.2(e)); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amountamount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the U.S. Term Loans and the Revolving Loans in the amount and in the manner set forth in Section 4.2(e); and (ii) in the case of Canadian Loans, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest A) such Net Cash Proceeds shall be offered by the Canadian Borrower on the amount fifth Business Day following receipt thereof by way of an offer in writing (a “Disposition Repayment Offer”) to the principal being prepaid) Administrative Agent and fees then due and owingthe Canadian Administrative Agent to prepay, at a price equal to 100% of the principal amount, the Canadian Term Loans in the amount and in the manner specified in Section 4.2(e) and (B) if a Reinvestment Notice is delivered within such five Business Day period in respect of an Asset Sale or Recovery Event, the Canadian Borrower shall, on the Reinvestment Prepayment Date in respect thereof, send the Administrative Agent and the Canadian Administrative Agent a Disposition Repayment Offer to prepay, at a price equal to 100% of the principal amount, the Canadian Term Loans in the amount and in the manner specified in Section 4.2(e). The Canadian Term Lenders will have five Business Days from the making of any such offer to accept such offer, and any offer not accepted within such time period shall be deemed rejected. To the extent such offer is so accepted by the Canadian Term Lenders or any of them, such prepayment shall be made pro rata to the Canadian Term Lenders accepting the offer on a date no later than ten Business Days after the date of such offer. To the extent there remains any Net Cash Proceeds received or Reinvestment Prepayment Amount, as applicable, after paying the Canadian Term Lenders who have accepted such offer, such excess shall be used to prepay the U.S. Term Loans and the Revolving Loans in the amount and in the manner set forth in Section 4.2(e). Failure to make the Disposition Repayment Offer or to make the payments contemplated thereby shall constitute an Event of Default under this Agreement. All payments made under this paragraph shall be made on a pro rata basis to each Canadian Term Lender accepting such offer. Notwithstanding the foregoing, the provisions of this Section 4.2(c) do not constitute a consent to the consummation of any Disposition not permitted by Section 8.5. (d) If, during any Distribution Suspension Period, there shall be positive Available Cash Flow for (i) the fiscal quarter ending immediately prior to the commencement of such Obligor Distribution Suspension Period or (ii) any fiscal quarter ending during such Distribution Suspension Period (other than, in the case of this clause (ii), any such fiscal quarter as to which the Distribution Suspension Period has ended as of the first day of the fiscal quarter immediately thereafter) (any such quarter under clauses (i) or (ii), a “Subject Quarter”), the Borrowers shall, on the relevant Available Cash Flow Application Date for each such Subject Quarter, apply an amount equal to 50% of positive Available Cash Flow for the applicable Subject Quarter toward the prepayment of the Term Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). Each such prepayment shall, for each applicable Subject Quarter, be made on the date (an “Available Cash Flow Application Date”) that would have been the Quarterly Distribution Date for such Subject Quarter but for the fact that a Distribution Suspension Period was applicable during such Subject Quarter (taking into account any extension to the applicable Quarterly Distribution Date in accordance with the conditions to such extension set forth in the definition thereof). (e) Amounts to be applied in connection with such Asset Saleprepayments of the Loans made pursuant to Sections 4.2(a) and (b) shall be applied, first, to the prepayment of U.S. Term Loans, second, to the prepayment of Canadian Term Loans, third, to the prepayment of U.S. Revolving Loans and/or U.S. Swing Line Loans to the extent outstanding, and fourth, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding. For Amounts to be applied in connection with prepayments of the avoidance Loans made pursuant to Section 4.2(d) shall be applied, first, to the prepayment of doubtthe Term Loans (except as otherwise expressly set forth herein, any on a pro rata basis as between the U.S. Term Loans and the Canadian Term Loans based on the aggregate principal amount thereof then outstanding) and, second, to the prepayment of the Revolving Loans and/or Swing Line Loans to the extent outstanding (except as otherwise expressly set forth herein, on a pro rata basis based as between the U.S. Revolving Loans and/or U.S. Swing Line Loans and the Canadian Revolving Loans and/or Canadian Swing Line Loans based on the aggregate principal amount thereof then outstanding). Amounts to be applied in connection with a Disposition Repayment Offer or prepayment made pursuant to this Section 3.03(b)(iii4.2(c) shall not be deemed applied, (i) in the case of Assets Sales or Recovery Events with respect to Canadian Property, first, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), second, to the prepayment of U.S. Term Loans, third, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding, and fourth, to the prepayment of U.S. Revolving Loans and/or Swing Line Loans to the extent outstanding; provided, that with respect to Asset Sales or Recovery Events related to all or substantially all of the assets of the Canadian Borrower or Canada’s Wonderland Company, the amounts to be applied in connection with prepayments of the loans shall be applied first, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), second, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding (with a consent corresponding permanent reduction in and termination of Canadian Revolving Commitments), third, to the prepayment of U.S. Term Loans, and fourth, to the prepayment of U.S. Revolving Loans and/or U.S. Swing Line Loans to the extent outstanding and (ii) in the case of Asset Sales or Recovery Events with respect to any other Property, first, to the prepayment of U.S. Term Loans, second, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), third, to the prepayment of U.S. Revolving Loans and/or Swing Line Loans to the extent outstanding, and fourth, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding. Subject to the foregoing, the application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans (on a pro rata basis, except as otherwise expressly set forth herein), second to Canadian Prime Rate Loans (on a pro rata basis, except as otherwise expressly set forth herein), third, to Eurodollar Loans (on a pro rata basis, except as otherwise expressly set forth herein), and fourth to cash collateralize B/A’s (on a pro rata basis, except as otherwise expressly set forth herein). Any prepayment applied to the principal of the Term Loans pursuant to Section 4.2 shall reduce proportionately the then remaining principal installments due thereunder pursuant to Section 2.3. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans, Canadian Prime Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Upon its receipt or deemed receipt of the proceeds of the U.S. Term Loans, the U.S. Borrower, in accordance with its irrevocable voluntary election delivered to the Administrative Agent in connection the refinancing of the Existing U.S. Term Loans, shall apply a portion of such proceeds sufficient to (i) refinance in full the Existing U.S. Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing U.S. Term Loans held by Existing U.S. Term Lenders that are not Continuing Lenders, (iii) pay to each Existing U.S. Term Lender that is not a Continuing Lender all amounts then due and owing as a result of the prepayment of such Existing U.S. Term Lender’s Existing U.S. Term Loans and (iv) pay all other Obligations then due and owing to the Existing U.S. Term Lenders, in their capacity as such, under the First Restated Agreement. Upon its receipt or deemed receipt of the proceeds of the Canadian Term Loans, the Canadian Borrower, in accordance with its irrevocable voluntary election delivered to the Administrative Agent and the Canadian Administrative Agent in connection the refinancing of the Existing Canadian Term Loans, shall apply a portion of such proceeds sufficient to (i) refinance in full the Existing Canadian Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing Canadian Term Loans held by Existing Canadian Term Lenders that are not Continuing Lenders, (iii) pay to each Existing Canadian Term Lender that is not a Continuing Lender all amounts then due and owing as a result of the prepayment of such Existing Canadian Term Lender’s Existing Canadian Term Loans and (iv) pay all other Obligations then due and owing to the Existing Canadian Term Lenders, in their capacity as such, under the First Restated Credit Agreement. (g) Notwithstanding the foregoing, if the amount of any prepayment of the Canadian Term Loans required to be made in accordance with Sections 4.2(a), (b) or (d) during the term of the Canadian Term Facility, together with the amount of any prepayments of the Canadian Term Loans required to be made as a result of an Asset Sale consisting solely of an issuance of the Capital Stock of a Subsidiary of Cedar Fair LP (in this paragraph, “Special Equity Prepayments”), when added to other repayments previously made in accordance with Sections 4.2(a), (b) or a cure (d), Special Equity Prepayments and scheduled installment payments made or waiver to be made on the Canadian Term Loans in accordance with Section 2.3, exceeds 25% of the sum of the principal amount of the Canadian Term Loans as of the Second Restatement Date (after giving effect to Sections 2.1 and 5.16), then the amount of such excess Net Cash Proceeds or Available Cash Flow shall be applied toward the prepayment of U.S. Term Loans in accordance with Section 4.2(e) to the extent any U.S. Term Loans are then outstanding and, otherwise may be used for any other purpose (other than the making of Restricted Payments) permitted by this Agreement; provided, however, that upon the occurrence and during the continuation of any Event of Default which occurs Default, the Canadian Borrower shall be obligated to prepay Canadian Term Loans to the extent provided in connection therewithSections 4.2(a), it being understood that any (b), (c) and (d) without regard for this Section 4.2(g) because of such Event of Default may only be waived with the express consent of the Majority LendersDefault. (ivh) In If at any time (i) the event aggregate U.S. Revolving Extensions of Credit of all U.S. Revolving Lenders exceed the U.S. Revolving Credit Commitments of all U.S. Lenders, the U.S. Borrower shall immediately repay the U.S. Revolving Loans and/or U.S. Swing Line Loans and/or terminate or cash collateralize outstanding U.S. Letters of Credit in any Obligor such case, as and to the extent necessary to ensure that the U.S. Revolving Extensions of Credit of each U.S. Revolving Lender are less than or equal to the U.S. Revolving Commitments of such U.S. Revolving Lender or (ii) the aggregate Canadian Revolving Extensions of Credit of all Canadian Revolving Lenders exceed the Canadian Revolving Credit Commitments of all Canadian Lenders (in the case of any Canadian Revolving Extensions of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lCredit made in Canadian Dollars, valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination), an amount (not subject the Canadian Borrower shall immediately repay the Canadian Revolving Loans and/or Canadian Swing Line Loans and/or terminate or cash collateralize outstanding Canadian Letters of Credit, in any such case, as and to any Prepayment Premium) the extent necessary to ensure that the Canadian Revolving Extensions of Credit of each Canadian Revolving Lender are less than or equal to 75% the Canadian Revolving Commitments of such Canadian Revolving Lender (in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, valued at the Dollar Equivalent of such Canadian Dollars as of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Salerelevant date of determination).

Mandatory Prepayments. The Borrowers Borrower shall on or prior to the third (3rd) Business Day following the occurrence of any applicable event under clauses (i) through (iii) below, prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, continuing within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 2,500,000 in the aggregate for all losses in the aggregate under all Casualty Events during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such ‑41‑ Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. (a) The Borrowers Borrower shall prepay be required to make, or cause to be made, as applicable, mandatory prepayments of the Term Loans DOE Guaranteed Loan upon the occurrence of any of the following and in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as followsset forth in this Section 3.4.3: (i) In upon the event receipt by the Borrower of performance liquidated damages pursuant to any Project Document in excess of the amounts needed, as determined by DOE in consultation with the Lender’s Engineer (as appropriate), to pay corresponding performance liquidated damages payable to a Project Participant who is not a First Wind Entity or an Affiliate thereof, the excess amount of such performance liquidated damages; (ii) upon the receipt by the Borrower of Loss Proceeds in an amount that exceeds by more than $10,000 the amount of such Loss Proceeds used or to be used to repair or restore the Project in accordance with Section 6.26, such amount; (iii) upon the payment of any Casualty Eventamounts to the Borrower in respect of the termination or repudiation of any Project Document or in respect of any damages paid to the Borrower as a result of a breach of any such Project Document (in the case of damages, in excess of the amount applied in remedying the relevant breach and, in the case of termination or repudiation, in excess of any reasonable out-of-pocket costs incurred by the Borrower in replacing such Project Document and approved by DOE), such amount; (iv) upon any sale of any assets no longer used or useful in the operation of the Project in excess of $500,000 in a single transaction or a series of related transactions, in an amount equal to the proceeds of such sales unless applied or to be applied to the acquisition of replacement assets; (v) promptly upon the receipt of Cash Grant proceeds, an amount equal to 79% of the Cash Grant awarded in respect of the Project; (vi) on the Quarterly Payment Date after the failure by Borrower to comply with the Debt Service Coverage Ratio requirements set forth in Section 7.14, an amount, inclusive of any Prepayment Premiumwhich after giving effect to such prepayment, any accrued but unpaid interest would achieve compliance with such Debt Service Coverage Ratio requirements from and after such date; (including interest vii) on the Guaranteed Operational Completion Date, if Operational Completion has not been achieved, the Borrower shall cause the Sponsor, pursuant to the Sponsor Guarantee, to pay an amount of the principal being prepaid) and fees then due and owing, equal to 100% of $10,000,000 less any amounts previously paid by the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; providedSponsor pursuant to the Sponsor Guarantee; (viii) on the Guaranteed Project Completion Date, however, so long as no Default or Event of Default if Project Completion has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceedsnot been achieved, the Obligors may apply Borrower shall cause the Net Sponsor, pursuant to the Sponsor Guarantee, to pay an amount equal to the remaining amounts available under the Sponsor Guarantee; (ix) on any date on which a Restricted Payment is allowed to be made in accordance with Section 7.10, the Excess Cash Proceeds of any casualty policy up toPrepayment Amount; and (x) if no Restricted Payments were allowed to be made in accordance with Section 7.10 within the previous twenty-four (24) months, but not exceeding $4,000,000 for an amount equal to all losses funds on deposit at such time in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsEquity Distribution Account. (iib) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Any mandatory prepayments of the principal being prepaid) DOE Guaranteed Loan shall be applied, and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor terms and conditions, as set forth in connection with such Asset Salethe DOE Credit Facility Documents.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent following the Closing Date, any accrued but unpaid interest (including interest the Borrower shall, on the amount day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Cash Proceeds received by from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Obligor Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $5,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending December 31, 2019, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of prepayments of (A) Term Loans pursuant to ‎Section 2.04(a)(i) during such fiscal year and (B) to the principal being prepaid) and fees then due and owingextent accompanied by a permanent reduction in the Aggregate Revolving Loan Commitment, equal to 100% of the Net Cash Proceeds thereof received by Revolving Loans (in each case, other than any such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) Prior to any optional or mandatory prepayment of Term Loans under this Section, the Borrower shall, subject to the next sentence, specify the Term Loans or Term Loans to be prepaid in the notice of such prepayment. In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any mandatory prepayment of Term Loans from a Prepayment PremiumEvent under clauses (a) or (b) of the definition thereof made at a time when Term Loans of more than one Class remain outstanding, the Borrower shall select Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loans pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any accrued but unpaid interest Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (including interest on the amount c) of the principal being prepaid) and fees then due and owing, equal definition of “Prepayment Event” shall be applied to 100% the Class or Classes of Loans selected by the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrower. (iv) In Notwithstanding the event foregoing, any Obligor Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates Term Loans pursuant to this Section 2.04 (other than an Asset Sale optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (v) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of an ABR Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount that would be permitted in the case of an advance of an Advance of the same Type as provided in ‎Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by ‎Section 2.11. In no event (except pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium2.05 below) equal to 75% shall a repayment or a prepayment of a Revolving Loan result in a reduction of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleAggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, plus, in the case of clauses (ii) and (iii) below only, the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash ProceedsProceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may apply the Net Cash Proceeds of any casualty policy up topolicy, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The (a) Subject to Section 4.3 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall prepay repay the Term Loans Advances in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor of such sale or any of its Subsidiaries with respect thereto; provideddisposition, however, so long as such repayments to be made promptly but in no Default or Event of Default has occurred and is continuing, within one hundred eighty event more than three (1803) days after Business Days following receipt of such Net Cash Proceeds, and until the Obligors may apply the date of payment, such Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral held in which the Administrative Agent trust for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonAgent. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) The foregoing shall not be deemed to be a implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments required under this Section 2.21(a) shall be applied to the Advances in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (b) In the event of any issuance or other incurrence of Indebtedness or Equity Interests (excluding non-cash equity transactions resulting from employee stock option or other incentive plans of Empeiria and Indebtedness or Equity Interests issued by a cure or waiver of Borrower to another Borrower) by any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor Borrower or any of its Subsidiaries consummates Subsidiaries, including any capital contributions to Empeiria by any of Empeiria’s shareholders, Borrowers shall, if an Asset Sale other than Event of Default exists at the time of issuance or incurrence, repay the Advances in an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to one hundred percent (100% %) of the Net Cash Proceeds received by such Obligor Borrowers or Subsidiaries (or any of them) in connection with therewith no later than one (1) Business Day after such Asset Salereceipt. For the avoidance of doubt, any prepayment made pursuant to Nothing in this Section 3.03(b)(iii2.21(b) shall not be deemed or construed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that permit any such Event issuance or incurrence of Default may only be waived with Indebtedness or Equity Interests that is prohibited under the express consent terms of this Agreement or any of the Majority LendersOther Documents. (ivc) In If any of the event any Obligor Borrowers or any of its their respective Subsidiaries consummates receives any Extraordinary Receipts, Borrowers shall, if an Asset Sale pursuant Event or Default exists at the time of such receipt, repay the Advances in an amount equal to one hundred percent (100%) of such Extraordinary Receipts (net of any reasonable fees, costs and expenses incurred in collecting such Extraordinary Receipts) no later than three (3) Business Days after such receipt. (d) Subject to Section 9.09(l4.11, when any Borrower receives cash proceeds of any insurance (including business interruption and key man insurance), Borrowers shall repay the Advances in an amount equal to such cash proceeds (not net of any reasonable fees, costs and expenses incurred in collecting such cash proceeds) no later than three (3) Business Days after such receipt, and until the date of payment, such proceeds shall be held in trust for Agent. Such repayments required under this Section 2.21(d) shall be applied to the Advances in such order as Agent may determine, subject to any Prepayment Premium) equal Borrowers’ ability to 75% of reborrow Revolving Advances in accordance with the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleterms hereof.

Mandatory Prepayments. The Borrowers (a) In addition to the scheduled repayments provided for in Section 2.4 hereof, Duratek shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received (w) from any sale or disposition by any Obligor Duratek or any of its Subsidiaries of any interest in any Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Permitted Asset Sales by Duratek or any of its Subsidiaries (other than any Excluded Asset Sales) and (y) except as set forth in Section 5.5(e) hereof, received by Duratek or any of its Subsidiaries as a result of a casualty or condemnation; provided that if EnergySolutions is a Subsidiary of Duratek, each reference to Duratek and/or its Subsidiaries shall include Parent and/or its Subsidiaries. Such amount shall be applied on the third Business Day following receipt thereof by Duratek or the affected Subsidiary in accordance with Section 2.6(b). Duratek shall also prepay the Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect thereto; providedto any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), howeverat the option of Duratek, and so long as no Default or Event of Default has shall have occurred and is be continuing, Duratek may reinvest all or any portion of such Net Proceeds in assets used or useful for its business within one three hundred eighty sixty-five (180365) days after following receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, furtherhowever, that (i) if the property subject to such asset sale constituted Collateral under the Security Documents, then any such replaced or repaired property capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be Collateral in which mortgaged or pledged, as the case may be, to the Administrative Agent Agent, for the benefit of the Lenders has been granted Secured Parties, and (ii) if any Net Proceeds are no longer intended to be so reinvested at any time after delivery of a security interest under notice of reinvestment election, an amount equal to any such Net Proceeds shall be immediately applied to the Security Documentsprepayment of the Loans in accordance with Section 2.6(b). For the purposes of this Section 2.8(a), if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (iib) In addition to the event scheduled repayments provided for in Section 2.4 hereof, Duratek shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Proceeds received after the Original Agreement Date from any Obligor Indebtedness for Money Borrowed incurred by Duratek or any of its Subsidiaries incurs Subsidiaries, except for Indebtedness other than Indebtedness that is for Money Borrowed (i) permitted by Section 9.01 hereof7.1 hereof or (ii) incurred in connection with any Permitted Investments or Permitted Acquisitions permitted under Section 7.6 hereof (including any Indebtedness assumed by EnergySolutions or its respective Subsidiaries in connection with any such Permitted Investment or Permitted Acquisition), an amount, inclusive to the extent that upon consummation of any Prepayment Premiumsuch Permitted Investment or Permitted Acquisition such Net Proceeds were invested in, any accrued but unpaid interest (including interest or used to acquire, such Permitted Investment or Permitted Acquisition. Such amount shall be applied on the amount of third Business Day following receipt thereof by EnergySolutions, Parent or the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Personaffected Subsidiary in accordance with Section 2.6(b). For the avoidance purposes of doubtthis Section 2.8(b), any if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (c) In addition to the scheduled repayments provided for in Section 2.4 hereof, for each fiscal quarter during the term hereof (commencing with the fiscal quarter ended September 30, 2006), on or prior to the fifth Business Day following delivery of the financial statements required by Sections 6.1 and 6.2 hereof for the most recently completed fiscal quarter, (x) so long as the Leverage Ratio as of the end of the most recently completed fiscal quarter is equal to or greater than 3.0 to 1.0, Duratek shall prepay the Loans in an amount equal to the difference between (i) fifty percent (50%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period, (y) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than 3.0 to 1.0 and greater than 1.0 to 1.0, Duratek shall prepay the Loans in an amount equal to the difference between (i) twenty-five percent (25%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period and (z) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than or equal to 1.0 to 1.0, Duratek shall not be required prepay the Loans. For the purposes of this Section 2.8(c), if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (d) Any prepayment made pursuant to this Section 3.03(b)(ii) 2.8 shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs made in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersmanner set forth in Section 2.6(b). (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In If the event Borrower or any Restricted Subsidiary shall at any time or from time to time incur any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.14 (other than Refinancing Indebtedness in respect of any Casualty Eventthe Term Loans)), an amount, inclusive then (x) the Borrower shall promptly notify the Administrative Agent of any Prepayment Premium, any accrued but unpaid interest such Indebtedness (including interest on the amount of the principal being prepaidestimated Net Cash Proceeds to be received by the Borrower or such Restricted Subsidiary in respect thereof) and fees then due and owing, equal to 100% (y) promptly upon receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds from the incurrence of such Indebtedness, the Borrower shall prepay the Obligations in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses. The amount of each such prepayment shall be applied to the outstanding Term Loans, pro rata, until paid in full. (ii) If the Borrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5.0 million in a single transaction or in a series of related transactions or $10.0 million in the aggregate for all such Dispositions or Events of Loss during such fiscal year, then (x) the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by any Obligor the Borrower or any such Restricted Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that, in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within one (1) year of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof (A) in fixed or capital assets used or useful in the business of the Borrower or its Restricted Subsidiaries with or (B) to finance Permitted Acquisitions and investments in third party companies or businesses permitted pursuant to Section 6.17, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect theretoof such Net Cash Proceeds to the extent such Net Cash Proceeds are actually invested or reinvested within such one-year period, or the Borrower or a Restricted Subsidiary has entered into a binding contract to so invest or reinvest such Net Cash Proceeds during such one-year period and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such one-year period; provided, however, that if any Net Cash Proceeds have not been so long as no Default invested or Event reinvested prior to the expiration of Default has occurred and is continuingthe applicable period, within one hundred eighty (180) days after receipt the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds, Proceeds in excess of the Obligors may apply the Net Cash Proceeds amount specified above not so invested or reinvested. The amount of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any each such replaced or repaired property prepayment shall be Collateral applied to the outstanding Term Loans pro rata, until paid in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersfull. (iii) In The Borrower shall, on each date the event any Obligor Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and Swing Loans and, if necessary after such Revolving Loans and Swing Loans have been repaid in full, replace or any cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuer) outstanding Letters of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted Credit by Section 9.09 hereof (other than Section 9.09(j)), an the amount, inclusive if any, necessary to reduce the sum of any Prepayment Premiumthe aggregate principal amount of Revolving Loans, any accrued but unpaid interest (including interest on Swing Loans and L/C Obligations then outstanding to the amount of to which the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersRevolving Credit Commitments have been so reduced. (iv) In Notwithstanding any provision under this Section 2.8(c) to the event contrary, (A) any Obligor or any of its Subsidiaries consummates an Asset Sale amounts that would otherwise required to be paid by the Borrowers pursuant to Section 9.09(l2.8(c)(i) or (ii) above shall not be required to be so prepaid to the extent any such Disposition is consummated by a Foreign Subsidiary, such Net Cash Proceeds in respect of any Event of Loss are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, for so long as the applicable prepayment would be prohibited under Applicable Laws and (B) if the Borrower and the Restricted Subsidiaries determine in good faith that the upstreaming or transferring as a dividend of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(i) or (ii) above would result in an additional current tax liability (such amount, a “Restricted Amount”), an as reasonably determined by the Borrower, the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.8(c)(i) or (not subject ii), as applicable, shall be reduced by the Restricted Amount until such time as it may upstream or transfer such Restricted Amount without incurring such additional current tax liability. (v) Notwithstanding the foregoing, each Term Lender shall have the right to reject its Term Loan Percentage of any Prepayment Premium) equal to 75% mandatory prepayment of the Net Partnership Agreement Proceeds received Term Loans pursuant to Section 2.8(c)(i) and (ii) above (each such Lender, a “Rejecting Lender”), in which case the amounts so rejected may be retained by such Obligor the Borrower. (vi) Unless the Borrower otherwise directs, prepayments of Revolving Loans under this Section 2.8(c) shall be applied first to Borrowings of Base Rate Loans until payment in connection full thereof with such Asset Saleany balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(c) shall be made by the payment of the principal amount to be prepaid and, in the case of any Term Loans, Swing Loans or Eurodollar Loans, accrued interest thereon to the date of prepayment together with any amounts due the Lenders under Section 8.1. Mandatory prepayments of the Term Loans shall be applied to the installments thereof in the direct order of maturity other than with respect to that portion of any installment held by a Rejecting Lender. Each prefunding of L/C Obligations that the Borrower chooses to make to the Administrative Agent as a result of the application of Section 2.8(c)(iii) above by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with Section 7.4.

Mandatory Prepayments. The Borrowers Upon the occurrence of (x) a Casualty Event which, when take together with all other Casualty Events occurring in any fiscal year, results in net insurance proceeds in excess of $500,000 in such fiscal year, or (y) an Asset Sale (not otherwise permitted by Section 9.09) which, when take together with all other such Asset Sales occurring in any fiscal year, results in net sale proceeds in excess of $500,000 in such fiscal year, the Borrower shall prepay make a mandatory prepayment to the Term Loans Lender in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds net insurance or net sale proceeds, as the case may be, received by any Obligor or any the Borrower in respect of its Subsidiaries with respect theretothe forgoing, which amount shall be applied as set forth in Section 3.03(c); provided, howeverprovided that, so long as no Default or Event of Default has shall have occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceedsbe continuing or shall result therefrom, the Obligors Borrower may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof use proceeds received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such any Casualty Event or Asset Sale, as the case may be, to acquire or repair fixed or capital assets useful in the Borrower’s or its Subsidiaries’ businesses, as long as such investment is made within six (6) months of such Casualty Event or Asset Sale, as the case may be, or nine (9) months of such Casualty Event or Asset Sale, as the case may be, so long as Borrower or its Subsidiaries has entered into a binding contract therefor within six (6) months of the Casualty Event or Asset Sale, as the case may be, in which case, no prepayment is required hereunder. For Any term or provision hereof to the avoidance of doubtcontrary notwithstanding, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a unless the Required Lenders otherwise consent to any in writing, no Asset Sale is permitted hereunder or a cure or waiver of under any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other Loan Document other than as expressly permitted pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale9.09.

Mandatory Prepayments. The Borrowers shall prepay (a) Subject to the Term Loans in amounts as provided provisions of paragraphs (c), (d), and (e) below, it being agreed that following any issuance of debt obligations or preferred stock of the relevant payment date shall be deemed Company or any of its Subsidiaries (other than Indebtedness of the Company or any of its Subsidiaries permitted to be the “Redemption Date” for purposes of such calculationissued under subsection 9.2), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Proceeds of such debt or preferred stock issuance shall, unless the Company and the Required Lenders otherwise agree, be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans. (i) Subject to paragraphs (c), (d), and (e) below, following the consummation of any Asset Sale by the Company or any of its Subsidiaries, in the case of cash proceeds, and following receipt of cash proceeds representing payments under notes or other securities received in connection with any non-cash consideration obtained in connection with such Asset Sale, an amount equal to 100% of the Net Proceeds of such Asset Sale shall, unless the Company and the Required Lenders otherwise agree, be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and shall be continuing at the time of such Asset Sale or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Proceeds except to the extent that within 360 days of receipt of such proceeds, they have neither been reinvested in productive assets of a kind then used or usable in the business of the Company and its Subsidiaries nor contractually committed (and any such proceeds not applied to such contractual commitments at the time required shall be deemed to be Net Proceeds to be applied as set forth in this subsection) to be used for such purposes, at which time all such proceeds shall be deemed to be Net Proceeds. (ii) Subject to paragraphs (c), (d), and (e), if for any fiscal year of the Company, commencing with its fiscal year ending on December 31, 2006, (A) there shall be Excess Cash Flow for such fiscal year, and (B) the Secured Leverage Ratio as of the last day of such fiscal year was greater than or equal to 2.5 to 1, then, on or prior to April 30 of the following fiscal year, an amount equal to 50% of such Excess Cash Flow shall be applied, to the prepayment of the Term Loans. (iii) Upon Condemnation Awards or Insurance Proceeds in an amount equal to $2,000,000.00 or more in respect of any event or series of related events being received by any Obligor or paid to or for the account of the Company or any of its Subsidiaries with respect thereto(other than the first $5,000,000.00 in Condemnation Awards or Insurance Proceeds received by the Company in any fiscal year), and not otherwise included in Section 5.6(a), the Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Condemnation Awards and/or Insurance Proceeds received therefrom immediately upon receipt thereof by the Company or such Subsidiary; provided, however, that with respect to any Insurance Proceeds or Condemnation Awards which constitute Reinvestment Funds, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of receipt of such Insurance Proceeds or Condemnation Awards), and so long as no Default shall have occurred and be continuing and such funds satisfy the requirements of the definition of "Reinvestment Funds", the Company or such Subsidiary may apply within 364 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied or which fail to satisfy the requirements of the definition of "Reinvestment Funds" shall be immediately applied to the prepayment of the Term Loans. (c) Partial prepayments of the Term Loans pursuant to subsection 5.5 or 5.6 shall be applied to the next four quarterly installments, and then to the remaining installments on a pro rata basis, in each case pro rata as between the Tranche B Term Loans and the Additional Term Loans, if any. (d) Upon receipt by the Company or any of its Subsidiaries of the amounts required to be paid pursuant to clause (i) of paragraph (b) above from any Asset Sale consisting of the sale of shares of capital stock of any Subsidiary of the Company (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with clause (e) of this subsection 5.6), (1) the Administrative Agent shall release to the Company, without representation, warranty or recourse, express or implied, those of such shares of capital stock of such Subsidiary held by it as Pledged Stock (as defined in the Company Pledge Agreement) and (2) the Agents and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such release. (e) In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans exceed the aggregate Revolving Credit Commitments, the Company shall prepay Revolving Credit Loans or Swing Line Loans (or, if no such Loans are outstanding, deposit cash collateral in an account with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to such excess. (f) The Company shall give the Administrative Agent (which shall promptly notify each Lender) notice as specified in subsection 5.5 of each prepayment pursuant to subsection 5.5 setting forth the date and amount thereof. Prepayments of Eurodollar Loans pursuant to this subsection 5.6, if not on the last day of the Interest Period with respect thereto, shall, at the Company's option, as long as no Default or Event of Default has occurred and is continuing, within one hundred eighty be prepaid subject to the provisions of subsection 5.21 or such prepayment (180after application to any ABR Loans, in the case of prepayments by the Company) days after shall be deposited with the Collateral Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Collateral Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Insurance Proceeds of or Condemnation Awards, as applicable. After such application, any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any remaining interest earned on such replaced or repaired property cash collateral shall be Collateral in which paid to the Company. (g) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent for on terms satisfactory to the benefit of the Lenders has been granted a security interest under the Security DocumentsAdministrative Agent. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The In addition to any other or additional payments and/or prepayments that may be required hereunder or under any of the other Loan Documents, Borrowers shall prepay the Term Loans Principal Debt within two Business Days following the issuance of any equity securities (other than pursuant to options heretofore granted to any employee or director of GAINSCO or any of the Subsidiaries and other than equity securities issued to GAINSCO or a Subsidiary) and the receipt of Available Proceeds therefrom by GAINSCO or any Subsidiary after March 23, 2001 or the sale or other disposition by GAINSCO or any Subsidiary (other than an Insurance Subsidiary) of any of its assets in amounts an amount equal to 50% of the Available Proceeds attributable to any such issuance or disposition, as provided belowapplicable. Notwithstanding the foregoing, it being agreed Borrowers shall not be required to prepay the Principal Debt in respect of dispositions (i) of Investments by GAINSCO and its Subsidiaries in the ordinary course of business to the extent that the relevant payment date proceeds thereof are reinvested in Investments retained by the Company that owned the Investment so disposed of, (ii) of obsolete equipment in the ordinary course of business to the extent that the proceeds thereof are used to purchase replacement items within 90 days, (iii) of other items to the extent that the aggregate Available Proceeds therefrom do not exceed $250,000 in any calendar year, or (iv) to GMSP of the Property Subject to GMSP Put. Additionally, the following shall not be deemed considered to be the “Redemption Date” sales or dispositions of assets by GAINSCO or any Subsidiary for purposes of such calculationthis Section 2.5(d): (v) the conversion to cash of portfolio securities, issued by a Person other than any of the Companies, by GAINSCO or any Subsidiary, (w) the declaration, making and/or payment of dividends by any Subsidiary to GAINSCO (whether made directly to GAINSCO or through one or more Subsidiaries), as follows: (ix) In transfers of cash between and among GAINSCO and the event Subsidiaries that are not Insurance Subsidiaries, made in the ordinary course of any Casualty Eventbusiness of both the transferee and the transferor, an amount, inclusive (y) transfers of any Prepayment Premium, any accrued but unpaid interest cash between and among GAINSCO and the Subsidiaries (including interest on the amount Insurance Subsidiaries), made in the ordinary course of business of both the transferee and the transferor, to the extent that such transfer consists solely of the principal being prepaiddistribution to an Insurance Subsidiary of insurance premiums and/or commissions attributable to insurance premiums previously remitted to the transferor by, or for the account of, the applicable insurance policyholder(s), or (z) transfers of cash between and fees then due among GAINSCO and owingthe Subsidiaries (including the Insurance Subsidiaries), equal made in the ordinary course of business of both the transferee and the transferor, to 100% the extent that such transfer consists solely of the Net Cash Proceeds received payment by any Obligor the transferor of payroll amounts or any of its other costs and expenses attributable to Insurance Subsidiaries with respect thereto; providedand the amounts thereof, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement aggregate, have previously been funded, or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection will substantially contemporaneously with such Asset Sale. For transfer be reimbursed to the avoidance of doubttransferor, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with by the express consent of the Majority Lendersapplicable Insurance Subsidiary(ies). (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale."

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received If Indebtedness is incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Group Member (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof6.2), then on the date of such issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Personshall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). For the avoidance The provisions of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall 2.14 do not be deemed to be constitute a consent to any such the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such Asset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a cure or waiver series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default which occurs in connection therewithhas occurred and is continuing, it being understood that two Business Days) after the date of receipt by any Group Member of such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))Net Cash Proceeds, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the amount of such Net Cash Proceeds received shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e); provided, that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such Obligor in connection prepayment would be required, the applicable Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale. For Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then such Term Loan Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the avoidance basis of doubtthe aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, any further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment made of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 3.03(b)(iii2.14(b) shall not be deemed reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be a consent so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or a cure or waiver Foreign Recovery Event, the applicable Term Loan Borrower may elect to reduce the amount US-DOCS\73723759.13 of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the applicable Term Loan Borrower shall use its commercially reasonable efforts to repatriate any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds pursuant to clause (a) of the respective definition thereof in a manner that does not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrowers shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon), as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrowers may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the applicable Term Loan Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of amounts constituting Restricted ECF pursuant to clause (a) of the definition thereof in a manner that does not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.14(c)). (d) The Term Loan Borrowers shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement Term Loans and the Net Cash Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that if any Lenders exercise the right to waive a given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f), then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR US-DOCS\73723759.13 Loans or Eurodollar Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Event of Default which occurs in connection therewithhas occurred and is continuing, it being understood that the applicable Administrative Agent may, and (y) at any such time while an Event of Default may only be waived with has occurred and is continuing, upon written direction from the express consent Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the Majority Lenderspayment of Eurodollar Loans. (ivf) In Notwithstanding anything in this Section 2.14 to the event contrary, any Obligor or Senior Lien Term Loan Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan Lender) may elect, by notice to the Term Administrative Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Subsidiaries consummates an Asset Sale Term Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Proceeds”). (g) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 9.09(l2.10), the Borrower shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers (a) If, at any time and from time to time, the Aggregate Outstanding Extensions of Credit exceed the Aggregate Commitment, the Company shall prepay immediately, first, repay the Term Loans and, second, make payments necessary to cause Payment Obligations in amounts as provided below, it being agreed that the relevant payment date shall be deemed respect of L/C Obligations to be the “Redemption Date” for purposes of Fully Satisfied in an aggregate amount equal to such calculation), as follows:excess. (ib) In If on any date Holdings, the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Company or any of its Subsidiaries with respect theretoshall receive Net Cash Proceeds from any Asset Sale or Recovery Event then such Net Cash Proceeds shall be applied on such date toward the reduction of the Commitments; provided, howeverthat, so long as no Default or Event of Default has occurred and is continuingnotwithstanding the foregoing, within one hundred eighty (180such Commitments need not be permanently reduced pursuant to this subsection 4.3(b) days after receipt of such Net Cash Proceedsuntil Holdings, the Obligors may apply the Company or any of its Subsidiaries shall have received at least $5,000,000 in Net Cash Proceeds in the aggregate, at which time, such $5,000,000 in Net Cash Proceeds and all further Net Cash Proceeds from any Asset Sales or Recovery Event shall be promptly applied to the permanent reduction of the Commitments upon receipt. (c) If, as a result of the making of any casualty policy up topayment required to be made pursuant to this subsection 0, but not exceeding $4,000,000 for all losses in the aggregate during Company would incur costs pursuant to subsection 0, the term Company may deposit the amount of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which payment with the Administrative Agent Agent, for the benefit of the Lenders has been granted Lenders, in a cash collateral account, until the end of the applicable Interest Period at which time such payment shall be made. The Company hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest under in all amounts from time to time on deposit in such cash collateral account and expressly waives all rights (which rights the Security Documents. (iiCompany hereby acknowledges and agrees are vested exclusively in the Administrative Agent) In the event any Obligor to exercise dominion or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to control over any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersamounts. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Term Loans Notes as set forth in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (iSection 2.3(e) In the event of any Casualty Event, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds. (ii) On the Net Cash Proceeds received date of receipt by any Obligor Credit Party or any of its Subsidiaries with respect theretotheir Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, however, so long as no Default or Event of Default has (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and is continuing, within one hundred eighty (180) days after be continuing on the date of receipt of such Net Cash Proceedsthereof or caused thereby, the Obligors may Borrower shall have the option to apply such net cash proceeds, prior to the Net Cash Proceeds date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. US_142974558 (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any casualty policy up to, but not exceeding net cash proceeds in excess of $4,000,000 for all losses 5,000,000 in the aggregate during the term of this Agreement toward from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the replacement issuance to any Person (other than a Credit Party or repair an Elevate Credit Subsidiary) of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit Equity Interests of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor Credit Party or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 9.01 hereof, 2.3(e) in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersnet cash proceeds. (iiiiv) In On the event date of receipt by any Obligor Credit Party or any of its their Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof of any net cash proceeds from the incurrence of any Indebtedness (other than Section 9.09(j)), an amount, inclusive with respect to Permitted Indebtedness) of any Prepayment PremiumCredit Party or any of their Subsidiaries, any accrued but unpaid interest (including interest on the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of such net cash proceeds. (v) On the Net Cash Proceeds received date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Obligor Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in connection Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with such Asset Sale. For the avoidance of doubt, any prepayment made of the Notes pursuant to this Section 3.03(b)(iii) 2.3(b), the Borrower shall not be deemed deliver to be the Agent a consent to any Asset Sale or a cure or waiver certificate of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with an authorized officer thereof demonstrating the express consent calculation of the Majority Lenders. (iv) amount of the applicable proceeds. In the event any Obligor or any that the Credit Parties shall subsequently determine that the actual amount of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(lsuch proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount (not subject to any Prepayment Premium) equal to 75% such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the Net Partnership Agreement Proceeds received by derivation of such Obligor in connection with such Asset Saleexcess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date (a) If any Indebtedness shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received incurred by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty Loan Party (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by under Section 9.01 hereof7.03), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance, incurrence or contribution toward the prepayment of the Loans as set forth in Section 2.08(c). (b) If on any date any Loan Party shall receive Net Cash Proceeds from any Disposition (other than Dispositions permitted under Section 7.05) or Recovery Event, such Net Cash Proceeds shall be applied on the next Business Day following such date toward the prepayment of the Loans as set forth in Section 2.08(c); provided that if the Borrower and the Subsidiaries apply the Net Cash Proceeds from such event (or a portion thereof) within 360 days after receipt of such Net Cash Proceeds and at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries (provided that the Borrower has delivered to the Administrative Agent on the next Business Day following the date such Net Proceeds are received by such Person. For the avoidance a certificate of doubta financial officer stating its intention to do so and certifying that no Default has occurred and is continuing), any then no prepayment made shall be required pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs paragraph in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% respect of the Net Cash Proceeds received in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such Obligor 360-day period, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (c) Amounts to be applied in connection with such Asset Sale. For the avoidance of doubt, any prepayment prepayments made pursuant to this Section 3.03(b)(iii) 2.08 shall not be deemed applied to the prepayment of the Loans. Any such prepayment of the Loans shall be accompanied by a consent reduction of the Commitments; provided that if the aggregate principal amount of Loans then outstanding is less than the amount of the then outstanding Commitments (because L/C Obligations constitute a portion thereof), the Borrower shall, to any Asset Sale or the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cure or waiver cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale prepayment pursuant to Section 9.09(l)2.08 shall be made, an amount (not subject first, to any Prepayment Premium) equal Base Rate Loans and, second, to 75% Eurodollar Loans. Each prepayment of the Net Partnership Agreement Proceeds received Loans under Section 2.08 (except in the case of Committed Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such Obligor in connection with such Asset Saleprepayment on the amount prepaid.

Mandatory Prepayments. The Borrowers In the event and on each occasion that any Net Proceeds are received by the Borrower or any other Loan Party in respect of any Prepayment Event, (x) the Borrower shall prepay furnish the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed Administrative Agent with written notice thereof pursuant to be the “Redemption Date” for purposes Section 2.7(c) and (y) within five (5) Business Days of receipt of such calculation)Net Proceeds, as followsthe Borrower shall pay to the Administrative Agent, in respect of the principal of the Loans, for the ratable benefit of the Lenders: (i) In in the event case of any Casualty Eventa Prepayment Event described in clause (a) of the definition thereof, an amountaggregate amount equal to 100% of such Net Proceeds; provided that, inclusive with respect to this clause (i), if the Borrower or any other Loan Party invests (or commits to invest) the Net Proceeds from such Prepayment Event (or a portion thereof) within three months after receipt of any Prepayment Premium, any accrued but unpaid interest such Net Proceeds by the Borrower or such other Loan Party (including interest on pursuant to any permitted acquisition, capital expenditures, acquisition of intellectual property and/or other investments permitted hereunder), then, at the option of the Borrower, no prepayment shall be required pursuant to this clause (i) in respect of such Net Proceeds in respect of such Prepayment Event (or, the applicable portion of such Net Proceeds, if applicable) except to the extent of the amount of any such Net Proceeds therefrom that have not been so invested (or committed to be invested) by the principal being prepaid) and fees then due and owingend of such three-month period (or if committed to be so invested within such three-month period, have not been so invested within three months after the end of the initial three-month period), at which time a prepayment shall be required in an amount equal to 100% of the amount of such Net Cash Proceeds received by any Obligor that have not been so invested (or any of its Subsidiaries with respect theretocommitted to be invested); provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty further that (180x) days after the Borrower may elect to deem expenditures that otherwise would be permissible investments that occur prior to receipt of the Net Proceeds from such Uniti – Bridge Loan and Security Agreement Prepayment Event to have been invested in accordance with the provisions hereof (it being agreed that such deemed expenditure shall have been made no earlier than the earliest of (A) notice of such intended Prepayment Event, (B) execution of a definitive agreement for such Prepayment Event (if applicable) and (C) consummation of such Prepayment Event) and (y) for the avoidance of doubt, during such reinvestment period, notwithstanding any further prepayment obligations arising from this clause (i), the Borrower may, in its sole discretion, utilize such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but for purposes not exceeding $4,000,000 for all losses in the aggregate during the term of otherwise prohibited by this Agreement toward the replacement or repair of destroyed or damaged propertyAgreement; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents.and (ii) In in the event any Obligor or any case of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofa Prepayment Event described in clause (b) of the definition thereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Eventincurrence of Indebtedness by any Group Member (other than Indebtedness of any Group Member permitted to be incurred or issued under Section 7.2 that does not constitute Specified Prepayment Debt) of Specified Prepayment Debt, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Indebtedness incurrence shall on the Obligors may apply date of such incurrence be applied to the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit prepayment of the Lenders has been granted a security interest under the Security DocumentsTerm Loans as set forth in Section 2.7(a)(iv). (ii) In the event of receipt by any Obligor Group Member of Net Cash Proceeds from any Asset Sale or Recovery Event by any Group Member then, unless a Reinvestment Notice shall be delivered in respect thereof or unless such Net Cash Proceeds are used to repay, prepay, refinance or otherwise terminate Indebtedness of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofany Borrower or Restricted Subsidiary ranking pari passu in right of payment and Lien priority with the Obligations, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof of such Asset Sale or Recovery Event in excess of $10,000,000 (calculated with respect to all Net Cash Proceeds received by such Person. For from any Asset Sale or Recovery Event since the avoidance Closing Date, in each case except with respect to any Net Cash Proceeds with respect to which a Reinvestment Notice has been delivered or which have been used to repay, prepay, refinance or otherwise terminate Indebtedness of doubt, any prepayment made pursuant to this Section 3.03(b)(iiBorrower or Restricted Subsidiary ranking pari passu in right of payment and Lien priority with the Obligations) shall on the date of such receipt be applied to the prepayment of the Term Loans as set forth in Section 2.7(a)(iv); provided, that, notwithstanding the foregoing, in the case of an Asset Sale or Recovery Event with respect to an asset of a Foreign Subsidiary, no mandatory prepayment shall be required until such time as the negative tax consequences described in the next succeeding sentence would not be deemed triggered. In the instance of an Asset Sale or Recovery Event with respect to be an asset of a consent to any such incurrence of Indebtedness or Foreign Subsidiary that is a cure or waiver of any Event of Default which occurs in connection therewithRestricted Subsidiary, it being understood that any such Event of Default may only be waived with if the express consent distribution of the Majority LendersNet Cash Proceeds thereof as provided in this clause (ii) will result in negative tax consequences in the United States to the Company or any of its Restricted Subsidiaries, the Company shall be required to deliver to the Administrative Agent a certificate of a Responsible Officer stating that such distribution will result in negative tax consequences in the United States to the Company or any of its Restricted Subsidiaries. (iii) In If, for any fiscal year of the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))Company commencing with the fiscal year ending December 31, an amount2014, inclusive of any Prepayment Premiumthere shall be Excess Cash Flow, any accrued but unpaid interest (including interest the Company shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent funded with Internally Generated Cash Flow) (x) the aggregate amount of all optional prepayments of Term Loans pursuant to Section 2.7(a) made during such fiscal year, (y) the principal being prepaidaggregate amount of all optional repayments of Revolving Loans pursuant to Section 2.7(a) made during such fiscal year that are accompanied by an equivalent permanent reduction in the Revolving Commitments and fees then due and owing, equal to 100% of (z) the Net Cash Proceeds received by such Obligor aggregate amount expended in connection with such Asset Sale. For the avoidance of doubt, any prepayment made Term Loans Repurchases pursuant to this Section 3.03(b)(iii2.25 made during such fiscal year. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) shall not be deemed no later than ten Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1, for the fiscal year with respect to which such prepayment is made, are required to be a consent delivered to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any the Lenders and (ii) the date such Event of Default may only be waived with the express consent of the Majority Lendersfinancial statements are actually delivered. (iv) In Partial prepayments of the event any Obligor or any of its Subsidiaries consummates an Asset Sale Term Loans pursuant to this Section 9.09(l2.7(b) shall be applied to the installments thereof in forward order of maturity; provided that prepayments of Eurodollar Loans pursuant to this Section 2.7(b), an amount (if not on the last day of the Interest Period with respect thereto, shall be subject to the provisions of Section 2.16. (v) Except as set forth in Section 2.16, all payments made under this Section 2.7(b) will be without penalty or premium. (vi) Notwithstanding anything to the contrary contained in this Section 2.7(b), if any Prepayment PremiumTerm Lender shall notify the Administrative Agent (i) equal on the date of such prepayment, with respect to 75% any prepayment under Section 2.7(b)(i) or (ii), or (ii) at least three Business Day prior to the date of a prepayment under Section 2.7(b)(iii) that it wishes to decline its share of such prepayment, such share shall be retained by the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleBorrower.

Mandatory Prepayments. On the next business day following any Company Party or any Subsidiary of any Company Party consummating any public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than any issuance of Common Stock to the general public), Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in cash the amount needed to repay all outstanding Obligations (a “Mandatory Prepayment Amount”). The Borrowers Company shall prepay provide notice to the Term Loans in amounts as provided belowHolder of the closing of such Subsequent Offering, it being agreed that including the relevant payment expected net proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be deemed irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. The Holder may continue to convert the principal amounts to be prepaid under this Note until the “Redemption Date” for purposes date of consummation of such calculation)Subsequent Offering; provided, as follows: (i) that, if the Company does not provide such notice, in addition to all other remedies provided under the Transaction Documents for failure to comply with this Note, the Holder may convert the Note in the amount of such payment and, in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on that the amount terms of the principal being prepaid) and fees then due and owingSubsequent Offering do not provide for the repayment in cash in full of all outstanding Obligations, equal the Holder may choose, in its sole discretion, to 100% adjust the Conversion Price to match the price of the Net Cash Proceeds received Common Stock issued or implied by such Subsequent Offering. This ‎Section 1(‎b) is merely a requirement to redeem this Note and not an authorization to consummate any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Subsequent Offering otherwise prohibited by the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Transaction Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The (i) [Reserved]. (ii) Within one (1) Business Day of the date of receipt by any Loan Party of the cash proceeds of (A) any voluntary or involuntary sale or other disposition of assets of any Loan Party permitted under clauses (d), (g), (h) or (l) of the definition of the term Permitted Dispositions, (B) any Indebtedness incurred (other than Permitted Indebtedness), (C) issuance of any Equity Interests of any Loan Party, or (D) any insurance or condemnation loss of any Loan Party, Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the outstanding principal amount of the principal being prepaid) and fees then due and owing, Obligations in an amount equal to 100% of the Net Cash Proceeds such cash proceeds received by any Obligor such Loan Party in connection with such sales or any other disposition cash proceeds, or insurance or condemnation proceeds, proceeds of its Subsidiaries with respect theretothe incurrence of Indebtedness, issuance of Equity Interests, in each case, net of Indebtedness secured by a Permitted Lien on the asset sold or otherwise disposed of or lost, reasonable and documented out-of-pocket fees and expenses related to such sale or loss, issuance or incurrence and taxes paid or payable in connection therewith; provided, howeverprovided that, so long as no Default or Event of Default has occurred and is continuing, (y) no prepayment shall be required under this Section 2.4(d)(ii) with respect to such portion of such cash proceeds described in clause (A) of this Section 2.4(d)(ii) that Borrowers shall have, on or prior to such date given written notice to Lender of their intent to reinvest such proceeds from such event (or a portion thereof specified in such written notice) within one hundred eighty (180) 180 days after receipt of such Net Cash Proceedscash proceeds, to acquire (or replace or rebuild) Real Property, equipment or other tangible assets (excluding inventory) constituting Collateral to be used in the Obligors may apply business of the Net Cash Proceeds Loan Parties; provided further that, to the extent of any casualty policy up tosuch cash proceeds that have not been so applied or committed to be applied by the end of such 180 day period, but a prepayment shall be required at such time in an amount equal to such cash proceeds that have not exceeding $4,000,000 for all losses been so applied and (z) no prepayment shall be required under this Section 2.4(d)(ii) with respect to such portion of such cash proceeds described in the aggregate during the term clause (C) of this Agreement toward Section 2.4(d)(ii) with respect to the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive proceeds of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof Permitted Equity Investment Transaction. All prepayments received by such Person. For the avoidance of doubt, any prepayment made Lender pursuant to this Section 3.03(b)(ii2.4(d)(ii) shall not be deemed applied first to be a consent to any such incurrence installments of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent principal of the Majority LendersTerm Loan in the inverse order of maturity (including for this purpose the amount due and payable on the Maturity Date as an installment) until the Term Loan is paid in full. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders[Reserved.] (iv) In If at any time Lender obtains an Acceptable Appraisal of Borrower’s equipment or Mortgaged Real Property at any time as permitted under this Agreement, and such Acceptable Appraisal shows the event any Obligor or any aggregate unpaid principal amount of its Subsidiaries consummates an Asset Sale pursuant the Term Loan to Section 9.09(l), an amount exceed the sum of (not subject to any Prepayment PremiumA) equal to 75% eighty-five percent (85%) of the Net Partnership Agreement Proceeds received by Recovery Percentage of Eligible Equipment, plus seventy percent (70%) of the Appraised Value of the Mortgaged Property, then Lender may (i) require Borrowers to immediately prepay the unpaid principal of the Term Loan in the amount of such Obligor in connection excess and (ii) decrease Availability with respect to such Asset SaleCollateral.

Mandatory Prepayments. The (i) Immediately upon receipt by any of the Borrowers of proceeds of an asset disposition (other than proceeds of the sale of inventory in the ordinary course) or any sale of Securities of any Subsidiary of the Borrowers, other than any of the Borrowers, the Borrowers, jointly and severally, as co-obligors, shall prepay the Term Loans Loan in amounts as provided belowan amount equal to all such proceeds, it being agreed that net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any of the relevant payment date shall be deemed Borrowers in connection therewith (in each case, paid to be the “Redemption Date” for purposes of such calculationnon-Affiliates), as follows: (iB) In transfer taxes, (C) amounts payable to the event holders of any Casualty Eventsenior Liens (to the extend such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries appropriate reserve for income taxes in accordance with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses GAAP in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsconnection therewith. (ii) In the event any Obligor or If any of its Subsidiaries incurs Indebtedness the Borrowers issue securities or incur any Debt other than Indebtedness that is permitted by Section 9.01 hereofPermitted Debt for borrowed money, an amount, inclusive no later than the Business Day following the date of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount receipt of the principal being prepaid) proceeds thereof, the Borrowers, jointly and fees then due and owingseverally, as co-obligors, shall prepay the Loan in an amount equal to 100% all such proceeds, net of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant underwriting discounts and commissions and other reasonable costs paid to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs non-Affiliates in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive The Borrowers shall promptly notify Lender of any Prepayment Premiumloss, any accrued but unpaid interest (including interest on damage, or destruction to the Collateral in the amount of $250,000 or more, weather or not covered by insurance. If covered by insurance, after deducting from such insurance proceeds the principal being prepaid) and fees then due and owingexpenses, equal if any, incurred by Lender in the collection or handling thereof, Lender may, at its option, apply such insurance proceeds to 100% the reduction of the Net Cash Proceeds received by Obligations, or permit or require the Borrowers to use such Obligor in connection with such Asset Sale. For the avoidance of doubtmoney, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any part thereof, to replace, repair, restore, or rebuild the Collateral in diligent and expeditious manner with materials and workmanship of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l)substantially the same quality as existed before the loss, an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saledamage or destruction.

Mandatory Prepayments. The Borrowers (a) If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Term Loans in amounts as provided belowLoan and all other Obligations (other than, it being agreed indemnity obligations that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees are not then due and owingpayable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the date of such prepayment and all other amounts owing to Agent and Lenders under the Loan Documents and the Prepayment Additional Interest that would be payable on such date, provided, that if such Change of Control occurs during the first twelve months following the Closing Date as a result of a Change of Control occurring pursuant to clause (iii) of the definition thereof, the Borrower shall also pay Agent, for the benefit of the Lenders, an amount equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyLockout Period Additional Interest; provided, further, that any such replaced or repaired property prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) sells any Pledged Lease or other material assets or other properties, (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account, and the Prepayment Additional Interest provided for in which clause (i) of the Administrative Agent definition thereof, provided, that if such event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of the Lenders has been granted Lenders, an amount equal to the amount of interest that would have accrued on the sum of the principal balance of the Loan plus projected further utilization of the Loan hereunder (as determined by Agent in its Permitted Discretion), from such date of prepayment to May 14, 2021, at a security interest under per annum rate equal to the Security DocumentsCalculated Rate. (c) In no event shall the sum of the aggregate outstanding principal balance of the Loan exceed the lesser of (i) the Borrowing Base and (ii) In the Maximum Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Maximum Loan Amount, Borrower shall promptly, and in any event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofwithin five (5) Business Days, an amount, inclusive without the necessity of any Prepayment Premiumnotice or demand, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall whether or not be deemed to be a consent to any such incurrence of Indebtedness Default or a cure or waiver of any Event of Default which occurs has occurred or is continuing, prepay the principal balance of the Loan in connection therewithan amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Maximum Loan Amount. If at any time and for any reason, it being understood the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, however, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxix) of the definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then Borrower shall without the necessity of any such notice or demand, whether or not a Default or Event of Default may only be waived has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that the Borrowing Base is equal to or exceeds the then outstanding principal balance of the Loan. The pledge and delivery to Agent of additional Eligible Leases shall comply with the express consent document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid principal balance of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that Loan is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of or less than the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersBorrowing Base. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers Borrower shall on or prior to the third (3rd) Business Day following the occurrence of any applicable event under clauses (i) through (iii) below, prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, continuing within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 2,500,000 in the aggregate for all losses in the aggregate under all Casualty Events during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made ‑40‑ pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay the Term Loans in amounts as outstanding Loans; provided below, it being agreed that the relevant payment date such Net Cash Proceeds shall only be deemed required to be applied to the “Redemption Date” for purposes of extent (if any) that such calculation)Net Cash Proceeds remain after any mandatory prepayments required by the First Lien Loan Agreement (or any waiver, as follows:consent, amendment or modification thereof entered into in order to permit such Asset Sale) shall have been made in accordance with the terms thereof. (ib) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Debt for money borrowed of any Casualty EventLoan Party or any subsidiary of a Loan Party (other than any cash proceeds from (i) borrowings under the First Lien Loan Agreement, an amount, inclusive (ii) the issuance of Permitted Subordinated Debt or (iii) issuance of any Prepayment PremiumDebt permitted pursuant to 6.01(j), in each case, permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any accrued but unpaid interest (including interest on event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect theretothereto to prepay outstanding Loans; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of provided that such Net Cash Proceeds, Proceeds shall only be required to be applied to the Obligors may apply the extent (if any) that such Net Cash Proceeds remain after any mandatory prepayments required by the First Lien Loan Agreement (or any waiver, consent, amendment or modification thereof entered into in order to permit such issuance or incurrence of Debt for money borrowed of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor Loan Party or any subsidiary of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on a Loan Party) shall have been made in accordance with the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Personterms thereof. For the avoidance of doubt, to the extent any required prepayment made under the First Lien Loan Agreement is waived or any proceeds are declined, such amounts shall be applied to the repayment of the Loans hereunder. (c) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by the chief financial officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, a Prepayment Notice at least five Business Days prior to the date of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (d) Notwithstanding the foregoing, any Term Lender may elect, by written notice to the Administrative Agent by noon, New York City time, at least four Business Days prior to the applicable prepayment date (or such shorter period as may be acceptable to the Administrative Agent), to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 3.03(b)(ii2.13 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds in the same manner provided for in the previous sentence). To the extent such Term Lenders elect by 10:00 a.m., New York City time, at least three Business Days prior to the applicable repayment date (or such shorter period as may be acceptable to the Administrative Agent) to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. Notwithstanding any provision herein to the contrary, nothing herein shall not be deemed limit the Borrower’s ability to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs make optional prepayments in connection therewith, it being understood that any such Event of Default may only be waived accordance with the express consent of the Majority LendersSection 2.12. (iiie) In The Borrower shall notify the event Agent of the occurrence of a Change in Control within one Business Day thereof, and the Agent shall promptly thereafter notify the Lenders thereof. At any Obligor or any time prior to the 30th day following delivery of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted the notice by Section 9.09 hereof the Agent pursuant to the preceding sentence (other than Section 9.09(j)the “Put Date”), an amounteach Lender shall have the right, inclusive by notice to the Borrower and the Agent, to require the Borrower, one Business Day after the Put Date, to prepay in full (but not in part) the outstanding principal amount of any Prepayment Premiumsuch Lender’s Loans at a purchase price equal to 101% of the principal amount thereof, any together with accrued but and unpaid interest (including interest on the principal amount thereof to but excluding the date of the principal being prepaid) payment, and fees all other amounts then due and owing, equal to 100% of such Lender (including amounts payable under Section 2.16) under the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersLoan Documents. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers (a) Immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds from (A) any sale or other disposition by the Borrower or any of its Subsidiaries of any of its assets pursuant to Section 7.6(h) or (q), or (B) any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall prepay the Term Loans Obligations in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations (i) with respect to proceeds from the sales of inventory in the ordinary course of business, (ii) Net Cash Proceeds received by not exceeding the greater of $10,000,000 in any Obligor Fiscal Year and $25,000,000 in the aggregate after the Closing Date (and if such foregoing amount is exceeded, only such excess amounts shall be subject to this clause (a)) and (iii) Net Cash Proceeds that are reinvested in assets of the general type used or any useful in the business of the Borrower and its Subsidiaries with respect theretowithin three hundred sixty-five (365) days following receipt thereof; providedprovided that any funds that are committed to be reinvested during the initial three hundred sixty-five (365) days after the receipt of such proceeds but the reinvestment has not yet occurred by the end of such period, however, so long as no Default or Event of Default has occurred the Borrower and is continuing, within its Subsidiaries shall have an additional one hundred eighty (180) days after receipt of day period to consummate such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyreinvestment; provided, further, that if any such replaced proceeds have not been reinvested at the end of such additional period, the Borrower shall promptly prepay the Obligations and the Other Applicable Indebtedness (as defined below) as required by this Section 2.12(a); provided, further, that if at the time that any such prepayment would be required under this clause (a), the Borrower is required to repay or repaired property repurchase or to offer to repurchase or repay Incremental Equivalent Debt that is pari passu to the Obligations (including Incremental Equivalent Debt consisting of (x) term loans secured by a Lien on the Collateral on a pari passu basis with the Lien on the Collateral securing the Obligations and/or (y) senior unsecured notes) pursuant to the terms of the documentation governing such Incremental Equivalent Debt with such Net Cash Proceeds (such Incremental Equivalent Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Obligations and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Obligations that would have otherwise been required pursuant to this clause (a) shall be Collateral in which reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the Administrative Agent for the benefit basis of the Lenders has been granted a security interest under aggregate outstanding principal amount of the Security DocumentsObligations and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Obligations in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Obligations in accordance with the terms hereof. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (iib) In Immediately upon receipt by the event any Obligor Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment PremiumNet Cash Proceeds from any issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries, any accrued but unpaid interest (including interest on the Borrower shall prepay the Obligations in an amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds thereof received Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (c) [Reserved]. (d) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as applicable, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Term Lenders based on their Pro Rata Shares of the Term Loans, and applied pro rata across all installments of the Term Loans, including, without limitation, the final installment on the Maturity Date; third, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Revolving Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such Persondate plus any accrued and unpaid fees thereon. For The Revolving Commitments of the avoidance Revolving Lenders shall not be permanently reduced by the amount of doubt, any prepayment prepayments made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersclauses second through fifth above. (iiie) In If at any time the event any Obligor or any aggregate Revolving Credit Exposure of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j))all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale as reduced pursuant to Section 9.09(l)2.8 or otherwise, the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount (not subject to any Prepayment Premium) equal to 75% such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each such prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Base Rate Revolving Loans to the full extent thereof; and third, to the SOFR Revolving Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Net Partnership Agreement Proceeds received by aggregate Revolving Credit Exposure of all Revolving Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such Obligor in connection with such Asset Saleexcess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. The Borrowers shall If at any time, as a result of the second sentence of subsection (a) of Section 2.10, the sum of the Loan Balance and the L/C Exposure exceeds the Commitment Amount then in effect, the Borrower shall, within fiveBusiness Days of receipt of written notice from the Lender of such occurrence, prepay such portion of the Loan Balance and/or, as provided below in this subsection (a), provide cash as Collateral so that the sum of the Loan Balance and the L/C Exposure does not exceed the Commitment Amount then in effect. If at any time, other than as a result of the second sentence of subsection (a) of Section 2.10, the sum of the Loan Balance and the L/C Exposure exceeds the Commitment Amount then in effect, the Borrower shall, at the option of the Borrower and within 10 days of receipt of written notice from the Lender of such occurrence, (a) prepay the Term Loans amount of such excess in amounts three substantially equal installment payments, each for application on the Loan Balance and then to provide cash as Collateral for the L/C Exposure in the manner provided belowbelow in this Section 2.11, it the first of which being agreed that due on the 30th day following receipt by the Borrower of the relevant payment date written notice from the Lender, the second of which being due on the 60th day following receipt by the Borrower of the relevant written notice from the Lender, and the third of which being due on the 90th day following receipt by the Borrower of the relevant written notice from the Lender, (b) provide, within 30 days of such election by the Borrower, additional Collateral, of character and value satisfactory to the Lender in its sole discretion, and/or cash as Collateral to secure the Obligations, by way of the execution and delivery to the Lender of Security Documents in form and substance satisfactory to the Lender or (c) affect any combination of the alternatives described in clauses (a) and (b) of this sentence and acceptable to the Lender in its reasonable credit judgment. Any prepayment pursuant to the provisions of this Section 2.11 or Section 6.4 shall be deemed without premium or penalty and shall be applied against the Loan Balance and accrued and unpaid interest thereon, and the amount of any such prepayment applied against the Loan Balance may be reborrowed if otherwise available to be the “Redemption Date” for purposes Borrower pursuant to the terms of such calculation), as follows: (i) this Agreement. In the event that a mandatory prepayment is to be made under this Section 2.11 and the Loan Balance is less than the amount required to be prepaid, the Borrower shall repay the entire Loan Balance and, in accordance with the provisions of any Casualty Eventthe relevant Letter of Credit Applications executed by the Borrower or otherwise to the satisfaction of the Lender, deposit with the Lender, as additional collateral securing the Obligations, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owingcash, in immediately available funds, equal to 100% the L/C Exposure minus the Commitment Amount. The cash deposited with the Lender in satisfaction of the Net Cash Proceeds received by any Obligor or any requirement provided in this Section 2.11 may be invested, at the sole discretion of its Subsidiaries with respect thereto; provided, however, so long the Lender and then only at the express direction of the Borrower as to investment vehicle and maturity (which shall be no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, later than the Obligors may apply the Net Cash Proceeds latest expiry date of any casualty policy up tothen outstanding Letter of Credit), but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit account of the Lenders has been granted a security interest under Borrower in cash or cash equivalent investments offered by or through the Security DocumentsLender. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans (a) If any Credit Party at any time or from time to time makes or agrees in amounts as provided below, it being agreed that the relevant payment date shall be deemed writing to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event dispose of any Casualty EventProperty of Operator, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest then (a) Borrower shall notify Agent thereof no later than five (5) Business Days prior to such proposed disposition (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the estimated Net Cash Proceeds of Sale to be received by Operator or such Credit Party in respect thereof) and (b) within three (3) Business Days after such disposition and receipt of Net Cash Proceeds of Sale, Borrower shall, absolutely and unconditionally without notice or demand, prepay the aggregate outstanding amount of the Loans in an amount equal to the lesser of (i) one hundred percent (100%) of such Net Cash Proceeds of Sale payable to or for the benefit of Operator in connection therewith, and (ii) the Obligations. (b) If Operator shall at any Obligor time or any from time to time suffer a Property Loss Event, then (a) Borrower shall notify the Agent no later than five (5) Business Days following such Property Loss Event of its Subsidiaries such event (including the amount of the estimated Insurance Proceeds to be received by such Credit Party in respect thereof) and (b) within three (3) Business Days after the receipt of such Insurance Proceeds by or on behalf of Operator (or of Agent as the loss payee with respect thereto) in respect of any Property Loss Event, Borrower shall, absolutely and unconditionally without notice or demand, prepay the aggregate outstanding amount of the Loans in an amount equal to the lesser of (i) one hundred percent (100%) of the Insurance Proceeds payable to or for the benefit of Operator in connection therewith, and (ii) the Obligations; provided, however, so long as provided that (x) if no Default or Event of Unmatured Default has occurred and is continuingeither (y) the Insurance Proceeds do not exceed $25,000 and Borrower delivers a certificate of an Authorized Officer of Operator to Agent on or prior to the date such Insurance Proceeds are received setting forth Operator’s intention to use or commit to use a specified amount of such proceeds to repair, replace or reinstate the affected Property within one hundred eighty ninety (18090) days after thereof, or (z) the Insurance Proceeds exceed $25,000 and Borrower delivers to Agent a repair plan, a budget in relation thereto, and specifies therein a period within which such repairs or reinstatement shall be completed (collectively, a “Repair Plan”), and Agent, following its review thereof, approves the same exercising its reasonable discretion, the Insurance Proceeds shall not be required to be applied towards prepayment of the Loans. Without limiting the foregoing, upon Borrower’s or Operator’s receipt of any Insurance Proceeds in excess of $25,000, such Net Cash Proceedsproceeds shall be immediately paid over to Agent, pending Agent’s approval of the Obligors may apply Repair Plan. The balance of Insurance Proceeds received and not specified for such use in such Certificate or Repair Plan, as applicable, shall be immediately applied to prepay the Net Cash Proceeds of Loans, and any casualty policy up toportion specified for such use in such certificate or Repair Plan, as applicable, but not exceeding $4,000,000 for all losses remaining unapplied after ninety (90) days (in the aggregate during case of (y) above) or the term period specified therefor in the Repair Plan (in the case of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property (z) above) shall be Collateral in which applied to prepay the Administrative Agent for Loans immediately upon the benefit expiry of the Lenders has been granted a security interest under the Security Documentssuch period. (iic) In Subject to Section 2.18 and beginning with the event first full calendar month following the Effective Date, to the extent that Excess Cash Flow for any Obligor or any of its Subsidiaries incurs Indebtedness other Excess Cash Flow Period is greater than Indebtedness that is permitted by Section 9.01 hereof$0.00, an amountBorrower shall, inclusive of any Prepayment Premiumone (1) Business Day after the relevant Excess Cash Flow Determination Date, any accrued but unpaid interest (including interest on prepay the aggregate outstanding amount of the principal being prepaid) and fees then due and owing, Loans in an aggregate amount equal to 10066.67% of such Excess Cash Flow and the Net remaining 33.33% of Excess Cash Proceeds thereof received Flow shall be available to Borrower to make a permitted distribution to Parent pursuant to Section 6.10(b); provided that, in the event that Excess Cash Flow is less than or equal to $0.00 on a cumulative and aggregated basis for successive Excess Cash Flow Periods, no prepayment of the Loans by such PersonBorrower shall be required under this Section 2.3(c). For the avoidance of doubt, neither Agent nor any prepayment made pursuant Lender shall be required to this Section 3.03(b)(ii) shall not be deemed to be fund any negative Excess Cash Flow, whether determined for a consent to any such incurrence of Indebtedness single Excess Cash Flow Period, for successive Excess Cash Flow Periods on a cumulative and aggregated basis or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersotherwise. (iiid) In Subject to Section 2.18, in the event any Obligor that Borrower exercises the Extension Option in accordance with Section 2.2, Borrower shall, one (1) Business Day after the first Excess Cash Flow Determination Date on or any of its Subsidiaries consummates following the Extension Effective Date, prepay the Loans in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal to one hundred percent (100% %) of Excess Cash Flow arising on and after the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersExtension Effective Date. (ive) In Upon the event occurrence and during the continuance of any Obligor or any of its Subsidiaries consummates Default, Borrower shall, one (1) Business Day after each Excess Cash Flow Determination Date, prepay the Loans in an Asset Sale pursuant to Section 9.09(l), an aggregate amount (not subject to any Prepayment Premium) equal to 75% one hundred percent (100%) of Excess Cash Flow arising prior to and upon the Net Partnership Agreement Proceeds received by occurrence of such Obligor in connection with Default and during the continuance of such Asset SaleDefault.

Mandatory Prepayments. The Borrowers (i) Upon any (A) Event of Loss, or (B) sale or series of related sales of assets by the Borrower or any of its Subsidiaries undertaken pursuant to subsection 8.2(b) or 8.2(c) within any fiscal year, the Borrower shall prepay the Term Loans Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received of (y) each such Event of Loss, or (z) each such sale if and to the extent that Net Proceeds generated by such Event of Loss or sale or series of related sales of assets exceeds $500,000 in the aggregate for all such sales or Events of Loss in any Obligor fiscal year; provided, however, that no such prepayment shall be required to the extent, in each case, that such Net Proceeds are used within 180 days of receipt thereof by the Borrower or any of its Subsidiaries to purchase assets or finance a Permitted Acquisition or restore the property affected by such Event of Loss or sale or disposition, and (1) in the case of an Event of Loss pursuant to clause (A) above, any such purchase of assets or Permitted Acquisition shall, in the case of a purchase of assets that does not constitute an Acquisition, be in a business or businesses permitted by Section 8.18, and, in the case of a purchase of assets that constitutes a Permitted Acquisition, such transaction shall comply with respect theretosubsection 8.4(e), and (2) in the case of a sale pursuant to clause (B) above, such sale otherwise is permitted by subsection 8.2(c)(iii). Any prepayment pursuant to this subsection 2.7(b)(i) shall not be subject to the minimum amount provisions of Section 2.6. (ii) Upon receipt by the Borrower or any of its Subsidiaries or Holdings, the Borrower shall prepay the Term Loan in an amount equal to 50% of the proceeds (net of underwriting discounts and commissions or placement fees, investment banking fees, legal fees, accounting fees, and other customary fees, commissions, expenses and costs associated therewith) of any sale of equity securities (but not including the exercise of any warrants attached to equity securities issued by Holdings) by the Borrower or any of its Subsidiaries or Holdings; provided, however, so long as that no Default such prepayment shall be required with respect to any equity securities issued by (A) any Subsidiary of the Borrower to the Borrower or Event another Subsidiary of Default has occurred and is continuingthe Borrower, within one hundred eighty (180B) days after receipt the Borrower or any of such Net Cash Proceedsits Subsidiaries to purchase, redeem or otherwise acquire shares of its common stock in a transaction permitted by subsection 8.10(c), (C) Holdings to purchase, redeem or otherwise acquire its outstanding equity securities, (D) Holdings in connection with sales of stock to directors, employees or officers of the Borrower, the Obligors may apply Borrower's Subsidiaries, or Holdings, as part of a compensation arrangement, or pursuant to stock purchase plans or stock options plans for directors, employees or officers of the Net Cash Proceeds Borrower, the Borrower's Subsidiaries, or Holdings, (E) Holdings to affiliates of any casualty policy up to▇▇▇▇ and Company, but not exceeding $4,000,000 for all losses (F) Holdings in the an aggregate amount during the term of this Agreement toward not to exceed $35,000,000 plus an additional $5,000,000 for each anniversary of the replacement Closing Date that has occurred at the time of determination, the proceeds of which are used either (x) as consideration for a Permitted Acquisition within 90 days after such issuance, or repair (y) as consideration for a Special Investment as long as the aggregate amount of destroyed or damaged property; provided, further, that such proceeds employed for Special Investments does not exceed $20,000,000 and any such replaced proceeds in excess of $5,000,000 are so applied within 90 days after such issuance and all such proceeds are so applied within two years after such issuance or repaired property (G) Holdings in satisfaction of Section 5.1(n). Any prepayment pursuant to this subsection 2.7(b)(ii) shall not be Collateral in which subject to the Administrative Agent for the benefit minimum amount provisions of the Lenders has been granted a security interest under the Security DocumentsSection 2.6. (iiiii) In Upon receipt by the event any Obligor Borrower or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereofor Holdings, the Borrower shall prepay the Term Loan in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance proceeds (net of doubtunderwriting discounts and commissions or placement fees, investment banking fees, legal fees, accounting fees, and other customary fees, commissions, expenses and costs associated therewith) of any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such sale of debt securities or incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with by the express consent of the Majority Lenders. (iii) In the event any Obligor Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale or Holdings; provided, however, that no such prepayment shall be required with respect to any debt securities issued or Indebtedness incurred pursuant to Section 8.5 as such Section is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest in effect on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset SaleClosing Date. For the avoidance of doubt, any Any prepayment made pursuant to this Section 3.03(b)(iiisubsection 2.7(b)(iii) shall not be deemed subject to be a consent to any Asset Sale or a cure or waiver the minimum amount provisions of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersSection 2.6. (iv) In Within 105 days after the event any Obligor or any end of its Subsidiaries consummates each fiscal year commencing with the fiscal year of the Borrower ending June 1999, the Borrower shall prepay the Term Loans in an Asset Sale amount equal to the Excess Cash Flow Percentage of the Excess Cash Flow for such fiscal year, as calculated based upon the financial data 38 contained in the Borrower's annual audited financial statements delivered pursuant to Section 9.09(lsubsection 7.1(a) and the Excess Cash Flow Certificate delivered on that date pursuant to subsection 7.1(e), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that (A) the outstanding balance of the Revolving Loan exceeds the Borrowing Availability, or (B) the outstanding balance of the Revolving Loan exceeds the Commitments, Borrowers shall immediately repay the aggregate outstanding Loans to the extent required to eliminate any such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in ANNEX B to the extent required to eliminate such excess. (ii) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Casualty Event, an amount, inclusive Credit Party in respect of any Prepayment PremiumEvent, Borrowers shall, immediately after such Net Proceeds are received, prepay the Loans in accordance with SECTION 1.3(c) in an aggregate amount equal to such Net Proceeds; PROVIDED that, in the case of any accrued but unpaid interest event described in clause (including interest on the amount a) of the principal being prepaid) and fees then due and owing, equal to 100% definition of the term Prepayment Event, if the Borrower Representative shall deliver to the Agent a certificate of a Financial Officer to the effect that the Borrowers intend to apply the Net Cash Proceeds received by any Obligor from such event (or any a portion thereof specified in such certificate) (such Net Proceeds or portion thereof, the "REINVESTMENT AMOUNT"), within 180 days after receipt of its Subsidiaries with respect thereto; providedsuch Net Proceeds, howeverto acquire real property, so long as equipment or other tangible assets to be used in the business of the Borrowers and which are reasonably acceptable to Agent, and certifying that no Default or Event of Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (180) days after receipt or the portion of such Net Cash ProceedsProceeds specified in such certificate, if applicable) except to the Obligors may apply the Net Cash Proceeds extent of any casualty policy up tosuch Net Proceeds therefrom that have not been so applied by the end of such 180-day period, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property at which time a prepayment shall be Collateral required in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall that have not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersbeen so applied. (iii) In the event and on each occasion that any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof Credit Party (i) issues Stock (other than Section 9.09(jStock issued in connection with a Permitted Acquisition), or (ii) incurs Indebtedness for borrowed money (other than the Loans or Indebtedness permitted to be incur pursuant to SECTION 6.3(a)), an amount, inclusive no later than the Business Day following the date of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount receipt of the principal being prepaidproceeds thereof, such Credit Party shall, or if such Credit Party is not a Borrower shall (x) contribute the same to the equity of a Borrower and fees then due and owing(y) cause such Borrower to, prepay the Loans in an amount equal to 100the Net Proceeds received in connection therewith or, in the case of a Permitted Equity Transaction, 50% of the Net Cash Proceeds received by thereof. Any such Obligor prepayment shall be applied in connection accordance with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersSECTION 1.3(c). (iv) In Beginning on March 31, 2003 for the event any Obligor or any Fiscal Year 2002 and annually thereafter, on March 31st of its Subsidiaries consummates each year for the immediately preceding Fiscal Year, Borrowers shall prepay the Obligations in an Asset Sale amount equal to Fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to Section 9.09(lthis CLAUSE (iv) shall be applied in accordance with SECTION 1.3(c). Each such prepayment shall be accompanied by a certificate signed by Borrower Representative certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, an amount (not subject which certificate shall be in form and substance reasonably satisfactory to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleAgent.

Mandatory Prepayments. The Borrowers shall prepay Upon the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes consummation of such calculation), as follows: any securities or other equity offering by any Borrower (excluding (i) In equity issued upon exercise of employee and director options or as restricted stock issued under compensatory arrangements with employees, consultants and directors, (ii) equity issued in a stock split, stock dividend or similar capital event not for the event purpose of raising cash, (iii) equity issued in a business combination or reorganization not for the purpose of raising cash, (iv) equity issued in connection with the exercise of any Casualty Eventwarrant issued by HoldCo, (v) equity issued in connection with a Permitted Acquisition (but in no event issued more than 30 days from the consummation of such Permitted Acquisition) in an amountaggregate amount not to exceed 3% of the then current issued and outstanding shares of HoldCo, inclusive (vi) equity issued for cash for the purpose of funding the acquisition price and related costs and expenses of one or more Permitted Acquisitions, and (vii) any Prepayment Premiumother securities or equity offering not otherwise permitted hereunder in an aggregate amount not to exceed $1,000,000 in any twelve-month period), any accrued but unpaid interest the Borrowers shall make a prepayment of the Term Loan in an amount equal to the lesser of (including interest on i) the outstanding balance of the Term Loan and (ii) the amount of the principal being prepaidnet proceeds from such securities or other equity offering. Notwithstanding any other provision of this Agreement, if the Lender determines (which determination shall be conclusive) and fees then due and owing(i) that any applicable law, equal to 100% of the Net Cash Proceeds received by any Obligor rule, or regulation, or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, change in the Obligors may apply the Net Cash Proceeds interpretation of any casualty policy up tosuch law, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement rule, or repair of destroyed regulation shall make it unlawful or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent impossible for the benefit of Lender to charge or collect interest at the Lenders has been granted a security interest under the Security Documents. Eurodollar-Based Rate; (ii) In that adequate and reasonable means do not exist for ascertaining the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. Eurodollar Base Rate; (iii) In that deposits in Dollars (in the event any Obligor applicable amounts) are not being offered to the Lender in the relevant market; or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In that the event any Obligor Eurodollar Base Rate will not adequately and fairly reflect the cost to the Lender of making or any of its Subsidiaries consummates an Asset Sale pursuant maintaining the Term Loan, then upon written notice from the Lender to Section 9.09(l)the Borrowers, an amount (not subject to any Prepayment Premium) equal to 75% the entire outstanding principal balance of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleTerm Loan shall bear interest at the Prime-Based Rate.

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus in the case of any prepayment made pursuant to Sections 3.03(b)(ii) and 3.03(b)(iii), the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor Borrower or any of its Subsidiaries Material Subsidiary with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has or the Administrative Agent and the Lenders have been granted a security interest under the Security Documents. (ii) In the event any Obligor Borrower or any of its Subsidiaries Material Subsidiary incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by Borrower or such PersonMaterial Subsidiary. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor Borrower or any of its Subsidiaries Material Subsidiary consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by Borrower or such Obligor Material Subsidiary in connection with such Asset Sale; provided, #98195096v26 however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds), the Obligors may use such Net Cash Proceeds not exceeding $1,000,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders or the Administrative Agent and the Lenders have been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. . Notwithstanding any provision under this Section 3.03(b) to the contrary, (ivx) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale amounts that would otherwise be required to be paid by Borrower pursuant to Section 9.09(l3.03(b) shall not be required to be so prepaid to the extent of any such Net Cash Proceeds are received by a Foreign Subsidiary of Borrower not organized under the laws of Switzerland, for so long as the repatriation to the United States or Switzerland of any such amounts 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 be reasonably 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 (Borrower agrees to cause such Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local Law to permit such repatriation), and once such repatriation of any such affected Net Cash 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 could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds will be promptly (and in any event not later than five (5) 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 3.03(b) to the extent provided herein and (y) if the repatriation by a Foreign Subsidiary of Borrower not organized under the laws of Switzerland to the United States or Switzerland of any amount required to be paid pursuant to Section 3.03(b) would result in material adverse tax consequences to the Obligors (such amount, a “Restricted Amount”), as reasonably determined by Borrower, the amount Borrower shall be required to pay pursuant to Section 3.03(b) shall be reduced by the Restricted Amount until such time as it may repatriate to the United States or Switzerland such Restricted Amount without incurring such material adverse tax liability; provided, to the extent that the repatriation of any Net Cash Proceeds from such Foreign Subsidiary would no longer have a material adverse tax consequence, an amount (not subject to any Prepayment Premium) equal to 75% the Net Cash Proceeds not previously applied pursuant to preceding clauses (x) and (y) shall be promptly applied to the repayment of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleTerm Loans pursuant to this Section 3.03(b) as otherwise required above.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows:​ (i) In If any Loan Party Transfers any property pursuant to clauses (d), (f), (h) or (m) of the event definition of “Permitted Transfer” (or otherwise suffers a casualty or condemnation event), or in any manner not otherwise permitted under the Loan Documents (or in any manner expressly permitted under the Loan Documents that is subject to an express requirement that the Net Cash Proceeds thereof be subject to this Section 2.6(b)), which in the case of a Transfer of any Casualty Eventproperty pursuant to clauses (d), (f), (h) or (m) of the definition of “Permitted Transfer”, results in the realization of Net Cash Proceeds in excess of the Threshold Amount in any Fiscal Year (in the aggregate for all Loan Parties for all such Transfers and casualty or condemnation events), Borrowers shall prepay an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate principal amount of the principal being prepaid) and fees then due and owing, Loans equal to 100100.00% of the such Net Cash Proceeds received by any Obligor or any such Loan Party in excess of its Subsidiaries with respect theretothe Threshold Amount within five Business Days of receipt thereof (such prepayments to be applied as set forth in clause (iv) below); provided, however, that, (A) with respect to any Net Cash Proceeds realized by a Loan Party pursuant to a Transfer of any property pursuant to clause (d) of the definition of “Permitted Transfer,” so long as no Default or Event of Default has shall have occurred and is be continuing, such Person may reinvest all or any portion of such Net Cash Proceeds in operating assets (and transaction expenses associated with the acquisition thereof), including pursuant to an Investment permitted pursuant to Section 8.7, so long as within one hundred eighty (180) 360 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or such reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of the Obligors may apply the Loan Parties which agreement was entered into during such 360-day time period and which reinvestment is consummated within 180 days after such 360-day period expires (as certified by Borrower-Agent in writing to Administrative Agent upon reasonable written request of any Lender); and (B) any Net Cash Proceeds of any casualty policy up to, but received by a Loan Party not exceeding $4,000,000 for all losses in so reinvested shall thereafter be promptly applied to the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit prepayment of the Lenders has been granted a security interest under the Security DocumentsLoans as set forth in clause (iv) below. (ii) In Upon (A) the event incurrence or issuance by the Loan Parties of any Obligor or any of its Subsidiaries incurs Indebtedness (other than Indebtedness that is expressly permitted by to be incurred or issued pursuant to Section 9.01 hereof, 8.4) or (B) an amount, inclusive issuance of any Prepayment PremiumEquity Interests not permitted hereunder, any accrued but unpaid interest (including interest on the Borrowers shall prepay an aggregate principal amount of the principal being prepaid) and fees then due and owing, Loans equal to 100100.00% of the all Net Cash Proceeds thereof received therefrom by the Loan Parties within five Business Days of receipt (such Personprepayments to be applied as set forth in clause (iv) below). For the avoidance The provisions of doubt, any prepayment made pursuant to this Section 3.03(b)(ii2.6(b)(ii) do not constitute and shall not be construed as a consent to or waiver of any Event of Default arising by reason of any incurrence of Indebtedness or issuance of any Equity Interests by any of the Loan Parties which is prohibited by the terms of this Agreement. ​ ​ (iii) Upon the occurrence of a Change of Control, at the election of the Required Lenders, Borrowers shall be required to prepay the Loans and all other Obligations in full by payment of an amount equal to the unpaid principal balance thereof, plus (A) all unpaid interest accrued thereon through the date of repayment and (B) all outstanding and unpaid documented (1) fees and (2) expenses payable to Lenders under the Loan Documents through the date of repayment. The provisions of this clause (iii) shall not be deemed to be a implied consent to any such incurrence transaction otherwise prohibited by the terms of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersAgreement. (iv) In Notwithstanding anything to the event contrary herein, any Obligor or any of its Subsidiaries consummates an Asset Sale proceeds required to be applied to such Loans pursuant to this Section 9.09(l2.6(b) shall first be applied to the First Lien Debt in accordance with the First Lien Loan Agreement or, if and to the extent the First Lien Debt has been paid in full (or the First Lien Administrative Agent otherwise consents to such prepayment hereunder in accordance with the First Lien Intercreditor Agreement), an amount the Loans in accordance with Section 2.6(c). (not subject to any Prepayment Premiumv) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale[Reserved]. (vi) [Reserved].

Mandatory Prepayments. The Borrowers Borrower shall prepay the Term Loans in amounts as provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up toto $500,000 with respect to any loss, but not exceeding $4,000,000 750,000 in the aggregate for all losses in the aggregate under all casualty policies during the term of this Agreement Agreement, toward the replacement or repair of ‑35‑ destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds proceeds thereof received by such PersonObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j9.09(i)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may use such Net Cash Proceeds not exceeding $1,000,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event of any Casualty Eventthe termination of all the Revolving Commitments, an amountthe Borrower shall, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt date of such Net Cash Proceedstermination, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for repay or prepay all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsoutstanding Revolving Loans. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premiumpartial reduction of the Revolving Commitments pursuant to Section 2.07, any accrued but unpaid interest Section 2.09(c) or Section 2.10(a), then (including interest x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to 100% of the Net Cash Proceeds thereof received by eliminate such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexcess. (iii) In If at any time the event any Obligor Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or any of its Subsidiaries consummates demand, immediately repay or prepay Revolving Loans in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate amount of the principal being prepaid) and fees then due and owing, equal sufficient to 100% of the Net Cash Proceeds received by eliminate such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexcess. (iv) In On (i) the event date of any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant in respect of a Collateral Vessel, or Sale and Leaseback Transaction in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (the transactions referred to in this clause (i), each a “Collateral Vessel Disposition”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt (or, if such date is not a Business Day, on the following Business Day) by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss; provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment shall be required, the Borrower shall, subject to Section 9.09(l2.10(h), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount (not subject sufficient to any Prepayment Premiumeliminate such excess) in an amount equal to 75% of the Net Partnership Agreement Proceeds received by Collateral Disposition Reduction Amount for such Obligor in connection with such Asset SaleCollateral Vessel Disposition or Total Loss.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows:If (i) In the event Borrower sells all or any part of its property and assets with an aggregate value of over one hundred million (100,000,000) Yen (excluding (x) sales of inventory in the ordinary course of business and (y) dispositions of assets, the proceeds from which are within three (3) months re-invested in assets which are comparable or superior as to type, value and quality), (ii) the Borrower, subject to the terms and conditions of the Insurance Claims Pledge Agreement, receives any Extraordinary Receipts (excluding (a) such receipts in value less than three hundred million (300,000,000) Yen which are reinvested in the businesses normally conducted by the Borrower and within three (3) months of receipt of the same, and (b) receipt of repayment from the Guarantor of all or any part of the Parent On-Loans), or (iii) the Borrower issues or incurs after the Closing Date any additional Indebtedness, except as may be otherwise permitted under this Loan Agreement, then the Borrower must promptly inform the Administrative Agent thereof and forward all the net cash proceeds (i.e., the aggregate amount of cash received after deducting therefrom only (without duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other similar fees and commissions, (b) the amount of taxes payable in connection with or as a result of such transaction and (c) the amount of any Casualty EventIndebtedness that, an amountby the terms of the agreement or instrument governing such Indebtedness, inclusive is required to be repaid upon such disposition) realized as a result thereof no later the five (5) Business Days after the occurrence thereof to the Administrative Agent’s Designated Account for the account of the Lenders as prepayment of all or any Prepayment Premiumpart of the Advances and interest accrued thereon. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, any accrued but unpaid interest (including interest on and of the amount each Lender shall be entitled to receive therefrom, which shall be the product of the total prepayment amount and each such Lender’s Pro Rata Participation Factor. The Administrative Agent shall distribute such payments to each Lender entitled thereto in accordance with the terms of this Loan Agreement. Each such prepayment shall be applied to the amount of the principal being prepaid) and fees then due and owingLoan outstanding, equal to 100% as of the Net Cash Proceeds received by any Obligor or any date of its Subsidiaries the prepayment, in accordance with respect thereto; provided, however, so long as no Default or Event each Lender’s Pro Rata Participation Factor. Amounts prepaid under this Section 2.8. shall be applied on a pro-rata basis in reduction of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses repayment installments referred to in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security DocumentsAmortization Schedule. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In Upon the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount closing of the principal being prepaid) Business Combination under the Business Combination Agreement and fees then due and owingif the PIPE closes in connection therewith, the Company shall repay the Note in its entirety by the payment to the Holder in immediately available Dollars an amount equal to 100% of the Net Cash Proceeds received by any Obligor Mandatory Prepayment Amount. If this Note has not otherwise been paid off in full in accordance with the preceding sentence or any of its Subsidiaries with respect thereto; provided, howeverotherwise, so long as no Default or Event a majority of Default has occurred and is continuing, within one hundred eighty (180) days after receipt the original aggregate principal amount of such Net Cash Proceeds, the Obligors may apply Notes remains outstanding on the Net Cash Proceeds date of any casualty policy up toSubsequent Offering (as defined below), but not exceeding $4,000,000 for all losses in on the aggregate during 10th day following the term Company consummating any public or private offering of this Agreement toward any Capital Stock or any other issuance of any Capital Stock or of any other Securities or any other financing, including any debt financing, or capital-raising transaction (each a “Subsequent Offering”) on any date other than the replacement or repair of destroyed or damaged property; providedMaturity Date, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent Company receives or is otherwise entitled to receive (except for the benefit Company directing that such proceeds be paid to other Persons), the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in immediately available Dollars an amount equal to the Mandatory Prepayment Amount. The Company shall provide notice to the Holder of the Lenders has been granted closing of such Subsequent Offering, including the expected gross proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. This Section 2(b) is merely a security interest under the Security Documentsrequirement to redeem this Note and not an authorization to consummate any Subsequent Offering. (ii) In Upon the event any Obligor closing of a Fundamental Transaction or any a Change of Control Transaction, the Company shall repay the Note in its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted entirety by Section 9.01 hereof, the payment to the Holder in immediately available Dollars an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersMandatory Prepayment Amount. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers certain proceeds (a) 100% of all insurance proceeds payable with respect to any Collateral (the Insurance Proceeds); provided that the Obligor receiving such Insurance Proceeds may retain the same to the extent that the Borrower has notified the Agent in writing that the Obligor intends to apply such Insurance Proceeds to the repair, restoration or replacement of the affected property (it being understood that to the extent any Insurance Proceeds intended to be applied to such repair, restoration or replacement are not in fact applied within sixty days after the date of receipt of such Insurance Proceeds, then the Borrower shall prepay the Term Loans Loan in amounts as provided below, it being agreed that an amount equal to such unapplied portion of the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculationInsurance Proceeds), as follows:; (ib) In in connection with the event sale of shares or any Casualty Eventother Equity Interest in any Acquired Subsidiary, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the principal outstanding amount of the principal Advance made under the Loan to partially finance the acquisition of such Acquired Subsidiary (which in the case of Gupta shall be Advance A) or, in the case of any of Advance that related to the financing of more than one Acquired Subsidiary, the portion of such Advance which is attributable to the Acquired Subsidiary being prepaid) sold (as set forth in the relevant Request or, if not set forth in the relevant request, as determined by the Agent); provided, that, if a Default has occurred and fees then due and owingis continuing, equal to 100% of the Net Cash Proceeds received by related to any Obligor or any Disposition shall be applied to repayment of its Subsidiaries with respect theretothe Loan under this Clause 7.2(b); and provided, howeverfurther, that, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty the sale of the Warp Solutions/Spider Cache Business will not trigger a mandatory prepayment under this clause; and (180c) days after receipt an amount equal to 85% of such Net Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during of all Excess Cash Flows for each member of the term Group (calculated for each period commencing on the later of the Closing Date or the date on which a prepayment under this Agreement toward subclause (c) was last previously made and ending on the replacement or repair of destroyed or damaged propertydate immediately prior to a payment under this subclause (c)); provided, further, provided that any such replaced or repaired property no repayment shall be Collateral in required under this subclause (c) unless prior to the date which is 9 months after the Administrative Agent for the benefit of the Lenders has Closing Date (i) no Advances have been granted a security interest made under the Security Documents. Tranche B and (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive Company has not acquired (after the Closing Date and without the incurrence of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaidIndebtedness) and fees then due and owing, equal to 100% of the Equity Interests of any new subsidiary which at the time of acquisition had a twelve month trailing EBITDA of greater than $1,000,000; provided further that, in the event prepayments are required to be made under this subclause (c) (assuming Excess Cash Flow is a positive amount) then Borrower must prepay the loan in full no later than the date which is 21 months after the Closing Date. Mandatory prepayments required under Clause 7.2(a) shall be made within one Business Day of receipt of Insurance Proceeds (except as provided above), mandatory prepayments required under Clause 7.2(b) shall be made on the same day that Net Cash Proceeds thereof received by such Person. For the avoidance of doubtare received, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)mandatory prepayments required under Clause 7.2(c), an amountif any, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest shall be made quarterly commencing on the amount of date which is 9 months after the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersClosing Date. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In At the event option of the Lender in its sole and absolute discretion, no later than the fifth Business Day following the receipt of any Casualty Event, an amount, inclusive Net Proceeds in respect of any Prepayment PremiumAsset Sale or any Casualty/Condemnation Event, in each case, in excess of (x) $5,000,000 in a single transaction or series of related transactions and (y) $20,000,000 in any fiscal year, the Borrower shall apply an amount (collectively, the “Subject Proceeds”) equal to 100% of such Net Proceeds in excess of such thresholds set forth in the foregoing clauses (x) and (y) to prepay the outstanding Loan, together in each case with accrued but and unpaid interest (including interest on the principal amount to be paid to but excluding the date of the principal being prepaid) such payment; and fees together with any other Obligations then due and owing, if any, under this Agreement and the other Loan Documents; provided, that if Holdings or any of its Subsidiaries intends to reinvest such Net Proceeds in the business of Holdings or any of its subsidiaries (including any acquisitions or other Investment permitted under Section 6.05) within 18 months following receipt thereof, then no prepayment shall be required pursuant to this clause (i) in respect of such Net Proceeds (or the applicable portion thereof, if applicable) except to the extent of any such Net Proceeds that have not been so invested (or contractually committed to be invested) by the end of such 18-month period (or, if contractually committed to be so invested within such 18-month period, have not been so invested within 24 months after receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or contractually committed to be invested). (ii) At the option of the Lender in its sole and absolute discretion, 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), 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 Holdings or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the Net Cash Proceeds received by outstanding Loan together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; and together with any Obligor or any of its Subsidiaries other Obligations, if any, then due and owing under this Agreement and the other Loan Documents. (iii) No later than the tenth (10th) Business Day after the date on which the financial statements with respect thereto; providedto any Fiscal Year of Holdings are required to be delivered pursuant to Section 5.01(b), howevercommencing with the Fiscal Year ending December 31, so long 2024, (A) with respect to the Fiscal Year ending December 31, 2024, solely in the event that the Consolidated Total Leverage Ratio is greater than 5.00:1.00 as no Default or Event of Default has occurred the last day of the applicable Test Period and (B) with respect to the Fiscal Year ending December 31, 2025 and any Fiscal Year ending thereafter, solely in the event that the Consolidated Total Leverage Ratio is continuing, within one hundred eighty (180) days after receipt greater than 4.75:1.00 as of such Net Cash Proceedsthe last day of the applicable Test Period, the Obligors may apply Borrower shall prepay outstanding Loan in an aggregate principal amount (the Net “ECF Prepayment Amount”) equal to 75% of Excess Cash Proceeds Flow for such Fiscal Year; provided that, at the option of the Lender in its sole and absolute discretion, the Lender may, in lieu of requiring any casualty policy up toprepayment of the Loan with any ECF Prepayment Amount required pursuant to this clause (iii), but not exceeding $4,000,000 for all losses require that such ECF Prepayment Amount be deposited by the Borrower in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged propertyECF Control Account; provided, further, that any such replaced or repaired property amount drawn by the Lender from the ECF Control Account in accordance with this clause (iii) shall be Collateral in which reduce the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate principal amount of the principal being prepaid) and fees then due and owingLoan outstanding under this Agreement on a dollar-for-dollar basis; provided, equal further, that any funds remaining in the ECF Control Account on the Maturity Date shall be applied to 100% the repayment of the Net Cash Proceeds thereof received by such Personoutstanding Loan. For the avoidance of doubt, any prepayment made pursuant to no funds deposited into the ECF Control Account in accordance with this Section 3.03(b)(ii2.03(b)(iii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersconstitute Declined Proceeds. (iv) In Solely in the event any Obligor that the Specified 2024 Acquisition is not consummated on or any prior to the Specified 2024 Acquisition Outside Date, the Borrower shall prepay a portion of its Subsidiaries consummates the outstanding Loan in an Asset Sale pursuant to Section 9.09(l), an aggregate principal amount (not subject to any Prepayment Premium) equal to 75% $75,000,000 within three (3) Business Days of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleSpecified 2024 Acquisition Outside Date.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Eventtermination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay each outstanding Swingline Loan and Revolving Borrowing in the Currency of the original Borrowing, replace or Cash Collateralize each outstanding Letter of Credit in an amount, inclusive amount equal to the L/C Exposure in respect of each such Letter of Credit. If on any date (whether as a result of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount partial reduction of the principal being prepaidRevolving Commitments, currency fluctuations or otherwise) the Aggregate Revolving Exposure would exceed 100% (or, if solely as a result of fluctuations in the exchange rate of Currencies, 105%) of the Total Revolving Commitments then available to the Borrower, then the Borrower shall, within two Business Days after the earlier of (i) the receipt of a written request from the Administrative Agent and fees (ii) a Responsible Officer becoming aware of such event, forthwith repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and/or Cash Collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the third Business Day following the receipt (which in the case of an escrow closing means the date of release of funds from such escrow) of Net Cash Proceeds (other than any Excluded Proceeds, except as provided in the definition thereof) in respect of any Asset Sale (other than any Asset Sale the proceeds of which, when taken together with the proceeds of all other Asset Sales during the then due and owingcurrent fiscal year of Holdings, equal do not exceed U.S.$25,000,000) by Holdings or any of its Subsidiaries or the occurrence of any Recovery Event relating to Holdings or any of its Subsidiaries, the Borrower shall apply 100% of the Net Cash Proceeds received by Holdings or such Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(e); provided that notwithstanding anything herein to the contrary, the Borrower may, by written notice to the Administrative Agent, elect to apply any Obligor such Net Cash Proceeds of any such Asset Sale of or Recovery Event on a pro rata basis to (x) prepay outstanding Term Loans and (y) prepay, or offer to repurchase, any outstanding Permitted Pari Passu Secured Refinancing Debt and that (1) to the extent permitted hereunder (including under Section 2.25 and the definition of “Credit Agreement Refinancing Indebtedness”), by its terms expressly requires the Borrower to prepay (or offer to repurchase) such Permitted Pari Passu Secured Refinancing Debt with such proceeds and (2) is secured by the assets subject to such Asset Sale or Recovery Event; it being understood that any such proceeds not so applied to repay or repurchase such Permitted Pari Passu Secured Refinancing Debt (due to the declination of such offer to repurchase by the holders thereof or for any other reason) shall be applied to prepay outstanding Term Loans in accordance with Section 2.13(e). (c) In the event that Holdings or any Subsidiary shall receive Net Cash Proceeds (other than any Excluded Proceeds, except as provided in the definition thereof) from the issuance or other incurrence of its Subsidiaries Indebtedness (other than Indebtedness permitted pursuant to Section 6.01 (but excluding Credit Agreement Refinancing Indebtedness in respect of the Term Loans)), the Borrower shall, substantially simultaneously with respect thereto; provided, however, so long as no Default or Event of Default has occurred (and is continuing, within one hundred eighty (180in any event not later than the first Business Day following) days after the receipt of such Net Cash ProceedsProceeds by Holdings or such Subsidiary, the Obligors may apply the an amount equal to 100% of such Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses therefrom to prepay outstanding Term Loans in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsaccordance with Section 2.13(e). (d) Not later than five Business Days after the date on which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) in respect of any Excess Cash Flow Period (the “ECF Prepayment Deadline”), the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (i) the Required Percentage of such Excess Cash Flow minus (ii) In the event amount of any Obligor or any voluntary prepayments (other than voluntary prepayments funded by the incurrence of its Subsidiaries incurs Indebtedness (other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive revolving in nature) during such Excess Cash Flow Period (without duplication of any such prepayment amounts deducted from Excess Cash Flow for the immediately preceding Excess Cash Flow Period) or, at the election of the Borrower, after such Excess Cash Flow Period and prior to such ECF Prepayment PremiumDeadline of (A) Term Loans or any Incremental Term Loans, (B) Revolving Loans or any accrued but unpaid interest Incremental Revolving Loans (including interest on to the extent the commitments in respect thereof are permanently reduced by the amount of such prepayments), and (C) any Permitted Pari Passu Secured Refinancing Debt, and any Permitted Refinancing Indebtedness in respect of any of the foregoing (but only to the extent such Permitted Refinancing Indebtedness is secured by the Collateral on a pari passu basis with the Obligations in accordance herewith), in each case, to the extent permitted hereunder, to prepay outstanding Term Loans in accordance with Section 2.13(e). (e) Amounts to be applied in connection with prepayments of Term Loans made pursuant to clauses (b) through (d) of this Section shall be applied to prepay the Term Loans then outstanding (x) first, in direct order of maturity to the next four scheduled repayments thereof and (y) second, pro rata to the remaining scheduled repayments thereof (including, for the avoidance of doubt, the required payments at maturity). (f) Notwithstanding anything in this Section 2.13 to the contrary, any Lender may elect, by written notice to the Administrative Agent not later than 10:00 a.m. (New York time), at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (other than any mandatory prepayment with proceeds of Credit Agreement Refinancing Indebtedness), in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined shall be retained by the Borrower. (g) The Borrower shall (i) deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, a certificate signed by a Financial Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment and, if applicable, the amount being prepaid (or offered) to holders of Permitted Pari Passu Secured Refinancing Debt that is in the form of notes pursuant to the proviso to Section 2.13(b), and (ii) give to the Administrative Agent (which shall promptly give to each Lender), to the extent practicable, at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall be in the form of a Prepayment Notice and shall specify the prepayment date, the Type and Class of each Loan being prepaid and the principal being amount and Currency of each Loan (or portion thereof) to be prepaid) and fees then due and owing. All prepayments of Borrowings pursuant to this Section 2.13 shall be subject to Section 2.16 and, equal in the case of Section 2.13(c), any applicable Repricing Premium pursuant to 100% of the Net Cash Proceeds thereof received by such PersonSection 2.12(d), but shall otherwise be without premium or penalty. For the avoidance of doubt, in no event shall the making of any mandatory prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be 2.13 operate as a consent to any such incurrence of Indebtedness cure, or result in a cure or waiver waiver, of any Default or Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersDefault. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event and on each occasion that the Borrower shall issue any Stock (other than Excluded Borrower Stock) or issue or incur any Debt (other than Excluded Borrower Debt), the Borrower shall, concurrently with such issuance or incurrence, immediately give notice to the Administrative Agent of any Casualty Eventsuch issuance or incurrence, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest and on the 3rd Euro-Dollar Business Day thereafter the Borrower shall repay or prepay the principal amount of the principal being prepaid) and fees then due and owing, Loans in an amount equal to 100% of the Net Cash Proceeds received by any Obligor of Stock (in the case of issuance of Stock) or 100% of the Net Proceeds of Debt (in the case of issuance or incurrence of Debt). (b) In the event and on each occasion that the Borrower or any of its Subsidiaries with respect thereto; provided, however, so long as no Default shall sell or Event otherwise dispose of Default has occurred and is continuing, within one hundred eighty any assets (180) days after receipt of such Net Cash Proceedsother than Excluded Sales), the Obligors may apply the Net Cash Proceeds of any casualty policy up toBorrower shall, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement concurrently with such sale or repair of destroyed or damaged property; provideddisposition, further, that any such replaced or repaired property shall be Collateral in which immediately give notice to the Administrative Agent for of such sale or disposition, and on the benefit of 3rd Euro-Dollar Business Day thereafter the Lenders has been granted a security interest under Borrower shall, to the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness extent that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of Net Disposition Proceeds arising from such sale or disposition, when aggregated with the total amount of Net Disposition Proceeds arising from all other sales and dispositions (other than Excluded Sales) made after the Closing Date, exceeds $50,000,000, repay or prepay the principal being prepaid) and fees then due and owing, amount of the Loans in an amount equal to 100% of such Net Disposition Proceeds to the extent that such Net Cash Disposition Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersexceed $50,000,000. (iiic) In the event any Obligor Each such payment or any of its Subsidiaries consummates prepayment shall be accompanied by an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any amount equal to all accrued but and unpaid interest (including interest on the amount so prepaid (together with, in the case of prepayment of Euro-Dollar Loans, any amounts due under Section 8.05) and shall be applied to repay or prepay ratably the Loans of the principal being prepaid) and fees then due and owing, equal to 100% several Banks in the inverse order of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, maturity; provided that any prepayment made required pursuant to this clause (a) or (b) above that occurs within the ninety (90) day period immediately preceding the First Payment Date shall be applied to repay the first principal installment referenced in Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders2.04(i). (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. (a) The Borrowers Company shall prepay make a prepayment of the Term Loans, Special Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation)and, as follows:set forth in the next paragraph, Revolving Loans upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): (i) In Concurrently with the event receipt by the Company or any Subsidiary of any Casualty EventNet Cash Proceeds from any Asset Sale, in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of such Net Cash Proceeds. (ii) Concurrently with the receipt of any insurance (other than proceeds of any business interruption insurance policy) or condemnation proceeds (or other similar recoveries) by the Company or any Subsidiary or by the Administrative Agent (to the extent the Administrative Agent is holding the insurance or condemnation proceeds as additional Collateral) from any casualty loss incurred by the Company or any Subsidiary or condemnation of property, in an amount equal to 100% of such insurance or condemnation proceeds (or other similar recoveries) net of any collection expenses; provided that no such prepayment shall be required with respect to any such proceeds (i) if on or prior to the date of receipt of such proceeds, an authorized officer of the Company delivers to the Administrative Agent a notice stating that the Company or the applicable Subsidiary intends and expects to use such proceeds for the financing of the replacement, substitution or restoration of the assets sustaining such casualty loss or condemnation within 180 days after the date of such receipt and (ii) if and to the extent such proceeds are used by the Company or the applicable Subsidiary within 180 days after the date of receipt of such proceeds for the financing of the replacement, substitution or restoration of the assets sustaining such casualty loss or condemnation. (iii) Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds received by from any Obligor issuance of equity securities of the Company or any Subsidiary (excluding (x) any issuance of its Subsidiaries with respect thereto; providedshares of Capital Stock of the Company, howeverin an aggregate amount not to exceed 10% of the shares of Common Stock on a fully-diluted basis as of the Closing Date, so long as no Default pursuant to any employee or Event of Default has occurred director stock option program, benefit plan or compensation program and is continuing(y) any issuance by a Subsidiary to the Company or another Subsidiary), within one hundred eighty (180) days after receipt in an amount equal to 100% of such Net Cash Proceeds, . (iv) Concurrently with the Obligors may apply receipt by the Company or any Subsidiary of any Net Cash Proceeds from any issuance of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit Debt of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor Company or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is Subsidiary (excluding Debt permitted by Section 9.01 hereof10.7, other than Subordinated Debt), in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the such Net Cash Proceeds thereof received by Proceeds. (v) Within 90 days after the end of each Fiscal Year (commencing with Fiscal Year 2002), in an amount equal to 90% of Excess Cash Flow for such Person. For the avoidance of doubtFiscal Year (provided, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent that with respect to any such incurrence payment to be made within 90 days after the end of Indebtedness or a cure or waiver Fiscal Year 2002, such payment shall be in an amount equal to 90% of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenderscumulative Excess Cash Flow for Fiscal Year 2001 and Fiscal Year 2002). (iiivi) In Upon the event receipt of any Obligor tax refund of $200,000 or more by the Company or any of its Subsidiaries consummates Subsidiary with respect to income taxes, in an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of such refund. Subject to the Net Cash second sentence of Section 7.2, all Designated Proceeds of Mandatory Prepayment Events shall be applied to the Loans as follows: (1) as to any Designated Proceeds comprising the first $15,000,000 of Designated Proceeds received by the Company and its Subsidiaries in the aggregate after the Closing Date (all such Obligor in connection Designated Proceeds, "Primary Proceeds"), to prepay Special Loans or Tranche A Term Loans, as the Company may elect with respect to any such Asset Sale. For the avoidance of doubt, any prepayment made Primary Proceeds pursuant to this Section 3.03(b)(iiiwritten notice delivered by the Company to the Administrative Agent, or, if the Special Loans and Tranche A Term Loans have been paid in full, to prepay Tranche B Term Loans and (2) shall not be deemed as to be a consent all Designated Proceeds other than Primary Proceeds, first to any Asset Sale or a cure or waiver prepay Special Loans until the Special Loans have been paid in full, second, after payment in full of the Special Loans, to prepay Tranche A Term Loans until the Tranche A Term Loans have been paid in full, and third, after payment in full of the Special Loans and Tranche A Term Loans, to prepay Tranche B Term Loans; provided that, in the case of any Mandatory Prepayment Event described in clause (i) or (ii) above, the Designated Proceeds of Default which occurs such Mandatory Prepayment Event shall be applied first to prepay the Revolving Loans to the extent necessary to eliminate any Borrowing Base Shortfall caused by such Mandatory Prepayment Event (and, after such application, applied as set forth in connection therewithclauses (1) and (2) of this sentence) and, it being understood that any to the extent of such Event application to the Revolving Loans, such Designated Proceeds shall be disregarded for purposes of Default may only be waived with calculating the express consent amount of the Majority LendersPrimary Proceeds received under clause (1) of this sentence. (ivb) In If on any day the event Revolving Outstandings exceed the Borrowing Base, the Borrowers shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (c) If on any Obligor or any of its Subsidiaries consummates an Asset Sale day on which the Revolving Commitment Amount is reduced pursuant to Section 9.09(l)6.1.2 any Borrowing Base Shortfall exists, the Borrowers shall immediately prepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such Borrowing Base Shortfall. (not subject d) If the Company or any Subsidiary receives any proceeds of any business interruption insurance policy, the Company shall, forthwith upon such receipt, prepay Revolving Loans (or, to any Prepayment Premiumthe extent that no Revolving Loans are outstanding, Cash Collateralize Letters of Credit) in an amount equal to 75100% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Saleproceeds.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (ia) In the event of any Casualty Eventincurrence of Indebtedness by any Group Member (other than Indebtedness of any Group Member permitted to be issued under subsection 8.2), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds of such Indebtedness incurrence shall on the date of such Indebtedness incurrence be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e). (b) In the event of receipt by any Group Member of Net Proceeds from (i) the sale or other disposition of the Bethesda Property or (ii) any Asset Sale (other than the sale or other disposition of the Bethesda Property) or Recovery Event (in excess of $5,000,000 in the aggregate for all such Asset Sales and Recovery Events under this clause (ii) per fiscal year of the Borrowers), then an amount equal to 100% of the Net Proceeds from the sale or other disposition of the Bethesda Property and from any other Asset Sale or Recovery Event (in the case of Asset Sales and Recovery Events that are not a sale or other disposition of the Bethesda Property, solely with respect to the aggregate Net Proceeds from all such Asset Sales and Recovery Events in any fiscal year of the Borrowers that are in excess of $5,000,000), shall on the date of such receipt be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e); provided that (i) in the case of Net Proceeds received solely from a Recovery Event or from an Asset Sale consisting solely of Operating Assets, the Borrowers may exercise Reinvestment Rights in respect of such Net Proceeds and (ii) notwithstanding clause (i) of this proviso, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in subsection 4.6(e). (c) In the event that the aggregate amount of unrestricted cash of New Holdings and its Subsidiaries on the Effective Date (net of, to the extent such amounts have not already been deducted from total cash of New Holdings and its Subsidiaries in determining unrestricted cash on the Effective Date, (i) any payments made or to be made by New Holdings and its Subsidiaries on or after the Effective Date to consummate the acquisitions contemplated by the Merlin Asset Purchase Agreement, (ii) any Obligor reserves or escrows established pursuant to either Article VI.E.4 or Article II.B.1 of the Plan of Reorganization or any final order of the Bankruptcy Court confirming the Plan of Reorganization or any payments or distributions required to be made by New Holdings and its Subsidiaries on or after the Effective Date pursuant to or in connection with the Plan of Reorganization or any final order of the Bankruptcy Court in connection with the Cases, to the extent such final order was entered on or prior to the Effective Date and (iii) any cash that, on the Effective Date, is collateralizing outstanding letters of credit permitted under or identified in the final cash collateral order in the Cases or the final order of the Bankruptcy Court confirming the Plan of Reorganization) exceeds $35,000,000, then such excess amount of unrestricted cash shall, on the date that is 10 days after the Effective Date, be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e). (d) If, for any fiscal year of New Holdings commencing with the fiscal year ending December 31, 2018, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent funded with Internally Generated Cash) (x) the aggregate amount of all optional prepayments of Term Loans pursuant to subsection 4.5 or subsection 4.23 made during such fiscal year (provided that with respect to any prepayment pursuant to subsection 4.23, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrowers’ cash payment in respect of such prepayment), (y) the aggregate amount of all optional repayments of revolving credit loans under a Permitted Revolving Credit Facility made during such fiscal year that are accompanied by an equivalent permanent reduction in the revolving credit commitments under such Permitted Revolving Credit Facility and (z) the aggregate amount of all Term Loans purchased by New Holdings pursuant to Open Market Purchases in accordance with subsection 11.6(h) (provided, that with respect to any Open Market Purchase consummated in accordance with Section 11.6(h), the aggregate amount of such purchase for purposes of this clause shall be the amount of New Holdings’ cash payment in respect of such purchase). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the earlier of (i) the date on which the financial statements of New Holdings referred to in subsection 7.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent and (ii) the date such financial statements are actually delivered to the Administrative Agent. (e) Partial prepayments of the Term Loans pursuant to subsection 4.6 shall be applied to the principal repayment installments of the Term Loans in inverse order of maturity; provided that prepayments of Eurodollar Loans pursuant to this subsection 4.6, if not on the last day of the Interest Period with respect thereto; provided, howevershall, so at the Borrower Agent’s option, as long as no Default or Event of Default has occurred and is continuing, within one hundred eighty be prepaid subject to the provisions of subsection 4.19 or such prepayment (180after application to any ABR Loans, in the case of prepayments by the Borrowers) days after shall be deposited with the Administrative Agent as Cash Collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned (if any) on such Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property Collateral shall be Collateral paid to the Borrowers. (f) Except as set forth in which subsection 4.19, all payments made under this subsection 4.6 will be without penalty or premium. (g) Notwithstanding anything to the contrary contained in this subsection 4.6, if any Lender shall notify the Administrative Agent for (i) on the benefit date of such prepayment, with respect to any prepayment under subsection 4.6(a) or (b) or (ii) at least one Business Day prior to the Lenders has been granted date of a security interest prepayment under subsection 4.6(d) that it wishes to decline its share of such prepayment, such share (the Security Documents“Declined Prepayment Amount”) shall be retained by the Borrowers. (iih) In The Borrower Agent shall notify the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive Administrative Agent in writing of any Prepayment Premiummandatory prepayment of Loans required to be made pursuant to clauses (a), any accrued but unpaid interest (including interest on b) and (d) of this Section 4.6 at least two (2) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of the principal being prepaid) and fees then due and owing, equal to 100% such prepayment. The Administrative Agent will promptly notify each Lender of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent contents of the Majority Lenders. (iii) In the event any Obligor or any Borrower Agent’s prepayment notice and of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount such Lender’s ratable share of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersprepayment. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall (a) If the Borrower or any of its Subsidiaries receives insurance proceeds or condemnation proceeds with respect to any of their Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of such damaged or condemned Property within 30 days of the receipt thereof, the Borrower shall, on such 30th day prepay the Term Loans in amounts as provided below, it being agreed that an amount equal to the relevant payment date shall be deemed to be the “Redemption Date” for purposes amount of such calculation), as follows:proceeds not so applied. (ib) In the event that the Borrower or any of any Casualty Eventits Subsidiaries makes an Equity Offering, the Borrower shall immediately prepay the Loans in an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, Equity Offering; provided that if such Equity Offering is the Obligors may apply result of the Net Cash Proceeds exercise of any casualty policy up to, but not exceeding $4,000,000 for all losses an option or other right to purchase beneficial or equity interests in the aggregate during Borrower pursuant to the term 1996 Stock Incentive Plan or the 2000 Non-Qualified Stock Option Plan, each as in effect as of this Agreement toward the replacement or repair of destroyed or damaged property; providedRestatement Date, further, that any then such replaced or repaired property prepayment shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 10050% of the Net Cash Proceeds thereof received of such Equity Offering. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (c) Each prepayment of the Loans pursuant to this Section 2.4 shall be (i) applied to the outstanding Reduction Installments in inverse order of maturity and (ii) accompanied by payment in full of all accrued interest thereon to and including the date of such Personprepayment. The Borrower agrees to give the Agent at least five Business Days' irrevocable written notice of any prepayment under this Section 2.4. For the avoidance of doubt, any prepayment made pursuant to no amounts prepaid under this Section 3.03(b)(ii) 2.4 shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lendersavailable for reborrowing. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In Subject to the event proviso below, upon the occurrence of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Borrower shall make a mandatory prepayment of the principal being prepaid) and fees then due and owing, Loans in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by any Obligor the Borrower or any other Obligor as a result of its Subsidiaries with respect theretosuch Casualty Event, (y) the applicable Prepayment Premium on the principal amount of the Loans being prepaid and (z) any accrued but unpaid interest on such principal amount of the Loans being prepaid; provided, however, provided that so long as no Default or Event of Default has occurred and is continuingcontinuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days after receipt following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash ProceedsProceeds received by the Borrower or any other Obligor as a result of such Casualty Event, (B) the Obligors may apply applicable Prepayment Premium on the Net Cash Proceeds principal amount of the Loans being prepaid and (C) any casualty policy up toaccrued but unpaid interest on such principal amount of the Loans being prepaid, but not exceeding $4,000,000 for all losses in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that to the extent that the property subject to the Casualty Event is Collateral, then any such replaced acquired, replaced, repaired, purchased or repaired constructed property shall be Collateral in which the Administrative Agent Agent, for the benefit of the Lenders Lenders, has been granted a security interest under the Security Documents. (ii) In the event any Obligor or any of its Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such Person. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Casualty Event, an amount, inclusive Restricted Subsidiary in respect of any Prepayment PremiumEvent (other than the Divestiture Process, any accrued but unpaid interest which is addressed in subclause (including interest on iii) below) following the amount Closing Date, the Borrower shall, no later than one Business Day following the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the principal being prepaid) and fees then due and owingdefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100% (x) in the case of an event described in clauses (a) or (b) of the definition of the term “Prepayment Event” an amount equal to the Asset Sale/Casualty Event Percentage multiplied by Net Cash Proceeds received by the Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of such Net Proceeds; provided that, in the case of any Obligor event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of its Subsidiaries with respect thereto; providedall or substantially all the assets of (or all or substantially all the assets constituting a business unit, howeverdivision, so long as product line or line of business of) any Person) permitted hereunder, and certifying that no Default or Event of Unmatured Default has occurred and is continuing, within one hundred eighty then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (180) days after receipt or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), the Obligors may apply at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds of any casualty policy up to, but that have not exceeding $4,000,000 for all losses in been so applied (and no prepayment shall be required to the extent the aggregate during the term amount of such Net Proceeds that are not reinvested in accordance with this Agreement toward the replacement or repair of destroyed or damaged propertySection does not exceed $10,000,000 in any fiscal year); provided, further, further that to the extent any such replaced or repaired property Net Proceeds shall be Collateral received in which respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the Administrative Agent for case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the benefit consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of the Lenders has been granted a security interest under the Security DocumentsEquity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any Obligor or any fiscal year of its Subsidiaries incurs Indebtedness other the Borrower, commencing with the fiscal year ending September 30, 2019, the Borrower shall, not later than Indebtedness that is permitted ninety (90) days following the end of such fiscal year, prepay Term Loans on a pro rata basis between the Classes of Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest Excess Cash Flow for such fiscal year over (including interest on y) the amount of the principal being prepaidprepayments of Term Loans pursuant to Section 2.04(a)(i) and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by during such Person. For the avoidance of doubt, fiscal year (other than any such prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent proceeds of the Majority LendersIndebtedness). (iii) In the event and on each occasion that any Obligor Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount Restricted Subsidiary in respect of the principal being prepaid) and fees then due and owingDivestiture Process, the Borrower shall, no later than one Business Day following the day such Net Proceeds are received, prepay Term Loans in an amount equal to 100100.0% of the such Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersProceeds. (iv) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event of any Obligor mandatory prepayment of Term Loan Advances from a Prepayment Event under clauses (a) or (b) of the definition thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (v) Notwithstanding the foregoing, any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Subsidiaries consummates Term Loans pursuant to this Section 2.04 (other than an Asset Sale optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “Declined Proceeds.” (vi) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount that would be permitted in the case of an advance of an Advance of the same Type as provided in Section 2.04(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of an Advance shall be applied ratably to the Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by Section 2.11. In no event (except pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium2.05 below) equal to 75% shall a repayment or a prepayment of a Revolving Loan result in a reduction of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset SaleAggregate Revolving Loan Commitment.

Mandatory Prepayments. The Borrowers shall prepay (i) If at any time the Term Loans aggregate outstanding balances of the Revolving Loan plus all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances and amounts owing by any Credit Party under the Pre-Petition Credit Agreement then outstanding to the extent required to eliminate such calculationexcess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances and all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. If no Event of Default shall have occurred and be continuing, all or a portion of such cash collateral shall be returned to Borrowers at such time as the aggregate outstanding balances of the Revolving Loan plus all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) then outstanding no longer exceed the lesser of (A) the Maximum Amount and (B) the Borrowing Base. (ii) Subject to the terms of the Intercreditor Agreement, the Senior Secured Notes Indenture and the DIP Term Loan Agreement (as in effect on the Closing Date or as amended in accordance with the terms hereof), as follows: (i) In the event upon receipt by any Credit Party of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by of any Obligor or asset Disposition, Borrowers shall promptly (and, in no event, later than one (1) Business Day after any of its Subsidiaries with respect theretosuch Disposition) prepay the Loans in an amount equal to all such Net Cash Proceeds; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty this clause (180ii) days after receipt of such Net Cash Proceeds, the Obligors may shall not apply the to Net Cash Proceeds from asset Dispositions of any casualty policy up to, but not exceeding less than $4,000,000 for all losses 500,000 in the aggregate during the term of this Agreement toward the replacement or repair of destroyed or damaged property; provided, further, that any Agreement. Any such replaced or repaired property prepayment shall be Collateral applied in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documentsaccordance with Section 1.3(c). (iiiii) In the event If Parent issues Stock, or if any Obligor or Credit Party issues any of its Subsidiaries incurs Indebtedness other than Indebtedness that is not otherwise permitted by Section 9.01 hereofhereunder, an amount, inclusive no later than the Business Day following the date of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% receipt of the Net Cash Proceeds thereof received by such Person. For thereof, Parent shall prepay the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs Loans in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the all such Net Cash Proceeds received by Proceeds. Any such Obligor prepayment shall be applied in connection accordance with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders1.3(c). (iv) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any Prepayment Premium) equal to 75% of the Net Partnership Agreement Proceeds received by such Obligor in connection with such Asset Sale.

Mandatory Prepayments. The Borrowers shall prepay (a) Following any issuance of debt obligations or preferred stock of the Term Loans in amounts as provided below, it being agreed that Company or any of its Subsidiaries (other than Indebtedness of the relevant payment date shall be deemed Company or any of its Subsidiaries permitted to be the “Redemption Date” for purposes of such calculationissued under Section 9.2), as follows: (i) In the event of any Casualty Event, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds, debt or preferred stock issuance shall be applied by the Obligors may Company on the date of receipt thereof to the prepayment of the Term Loans. The provisions of this Section 5.6(a) shall not apply to one or more issuances of preferred stock of the Company the Net Cash Proceeds of any casualty policy up towhich (i) are deposited on the date of receipt and are retained, but not exceeding $4,000,000 until applied in accordance with clause (ii) below, in an account with the Collateral Agent as Collateral for all losses in the aggregate during benefit of the term of this Agreement toward Secured Parties to secure the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in Obligations over which the Administrative Collateral Agent has the sole control and exclusive right of withdrawal (or otherwise are deposited in one or more deposit or securities accounts subject to control agreements legally effective to create a valid and perfected first priority continuing security interest in favor of the Collateral Agent for the benefit of the Lenders has been granted a security interest under Secured Parties to secure the Security DocumentsObligations) and (ii) are applied to pay, in whole or in part, the agreed consideration for one or more Permitted Acquisitions. (iib) In Subject to paragraph (f) below, following the event consummation of any Obligor Asset Sale by the Company or any of its Subsidiaries incurs Indebtedness Subsidiaries, in the case of cash proceeds, and following receipt of cash proceeds representing payments under notes or other than Indebtedness that is permitted by Section 9.01 hereofsecurities received in connection with any non-cash consideration obtained in connection with such Asset Sale, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds of such Asset Sale shall be applied by the Company on the date of receipt thereof received by to the prepayment of the Term Loans. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and shall be continuing at the time of such Person. For Asset Sale or at the avoidance proposed time of doubtthe application of such proceeds, any prepayment made pursuant to this Section 3.03(b)(ii) such proceeds shall not constitute Net Proceeds except to the extent that within 360 days of receipt of such proceeds, they have neither been reinvested in productive assets of a kind then used or usable in the business of the Company and its Subsidiaries nor contractually committed (and any such proceeds not applied to such contractual commitments at the time required shall be deemed to be a consent Net Proceeds to any be applied as set forth in this Section) to be used for such incurrence of Indebtedness or a cure or waiver of any Event of Default purposes, at which occurs in connection therewith, it being understood that any time all such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) proceeds shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority LendersNet Proceeds. (ivc) In the event any Obligor or any By April 30 of its Subsidiaries consummates an Asset Sale pursuant to Section 9.09(leach year (commencing April 30, 2009), the Company shall prepay an aggregate principal amount (not subject to any Prepayment Premium) of the Term Loans equal to 75the Applicable ECF Percentage of Excess Cash Flow for the immediately preceding fiscal year. As used in this paragraph (c), the term “Applicable ECF Percentage” for any fiscal year means (A) 50.0% if the Secured Leverage Ratio as of the Net Partnership Agreement Proceeds received by last day of and for such Obligor in connection with immediately preceding fiscal year was equal to or greater than 2.50 to 1.00, (B) 25.0% if the Secured Leverage Ratio as of the last day of and for such Asset Saleimmediately preceding fiscal year was less than 2.50 to 1.00 and equal to or greater than 2.00 to 1.00 and (C) 0.0% if the Secured Leverage Ratio as of the last day of and for such immediately preceding fiscal year was less than 2.00 to 1.00.