Common use of Mandatory Clause in Contracts

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Mandatory. In the event, (i) If (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(s) and on each occasion(v)) or (2) any Casualty Event occurs, that during results in the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless realization or receipt by Parent or such Restricted Subsidiary of whether the Borrower is permitted to retain any or all Net Proceeds in excess of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))$10 million, the Borrower shall, Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Day Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (xor any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the related prepayment is made Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (or, if not made, is such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be madeoffered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) with respect to may apply such Net Proceeds on a Commitment Reduction Event described in clause pro rata basis (a) determined on the basis of the definition aggregate outstanding principal amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occursthe Term Loans and Other Applicable Indebtedness at such time); provided, give notice 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 Commitment Reduction Amount with respect thereto, Term Loans and to the Administrative Agent. Promptly repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event not later than within ten (10) Business Days after the next succeeding Business Daydate of such rejection) after receiving be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such notice, portion of such Net Proceeds that Parent or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined to reinvest (as set forth in a notice from Parent to the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit delivered on or prior to the extent that any such reduction date which is ten (10) Business Days after the date of receipt of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reducedapplicable Net Proceeds), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction in each case in accordance with the definition of “Net Proceeds” and within the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowertimeframe contemplated thereby.

Mandatory. In (i) If the eventBorrower or any Restricted Subsidiary Disposes of any property or assets in reliance upon clause (x) of Section 7.04, or any Casualty Event occurs, that, in either case, results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds in excess of $25 million, then, subject to clause (v) below, the Borrower shall cause to be prepaid on or prior to the date which is 10 Business Days after the date of the realization or receipt by the Borrower or Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to prepay or to offer to prepay or repurchase any other Indebtedness then outstanding that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be prepaid, offered to be so prepaid or repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net 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, 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 on each occasionthe 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 prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.04(b)(i) shall be reduced accordingly; provided further, that during to the Relief Period a Commitment Reduction Event occurs extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid (after giving effect to any reinvestment periodrequirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the declined amount shall promptly (and regardless in any event within 10 Business Days after the date of whether such rejection) be applied to prepay the Borrower is permitted Term Loans in accordance with the terms hereof; provided further, that no prepayment shall be required pursuant to retain any or all this Section 2.04(b)(i) with respect to such portion of such Net Cash Proceeds thereof pursuant that the Borrower or the relevant Restricted Subsidiary shall have reinvested or entered into a binding commitment to reinvest or otherwise determined or may determine to reinvest (as set forth in a notice from the Borrower to the application of Section 2.05(b)(iv)), the Borrower shall, Administrative Agent to be delivered on or prior to the date which is 10 Business Day (x) Days after the related prepayment is made (ordate of receipt of the applicable Net Proceeds), if not made, is required to be made) in each case in accordance with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction AmountNet Proceeds” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of within the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowertimeframe contemplated thereby.

Mandatory. In (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the eventBorrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each occasionDisposition and Event of Loss, if the Borrowers state in its notice of such event that during the Relief Period applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice with such 365-day period. Promptly after the end of Section 2.05(b)(iv))such 365-day period, the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, Borrowers shall notify the Administrative Agent shall reduce whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reductionBorrowers’ notice, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit and to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as Net Cash Proceeds have not been so reduced), including any costs invested or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitmentreinvested, the Alternative Currency Sublimit, Borrowers shall promptly prepay the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by Obligations in the amount of such excessNet Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. Except as provided in the preceding sentence, the The amount of any each such Aggregate Revolving Credit Commitment reduction prepayment shall not be applied then to the Alternative Currency Sublimit, the Relief Period Sublimit or Revolving Loans until paid in full and then to the Swing Line Sublimit unless otherwise specified by the BorrowerLoans.

Mandatory. In (i) On the eventIncremental Term Loan Commitment Termination Date, the Incremental Term Loan Commitment Amount shall automatically and without the requirement of any action on each occasion, that during the Relief Period a Commitment Reduction Event occurs part of any Person be permanently reduced to zero and (after giving effect to any reinvestment period, and regardless of whether ii) on the date the Borrower is permitted or any of its Restricted Subsidiaries makes any prepayment with respect to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) applied to prepay Revolving Loans in accordance with respect to a Commitment Reduction Event described in clause (ad) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, Section 3.1 and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSection 3.2, the Administrative Agent Revolving Loan Commitment Amount shall reduce the Aggregate Revolving Credit Commitment be reduced by an amount equal to the amount of such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be prepayment required to be applied to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such Loans. Any reduction of the Aggregate Revolving Credit Loan Commitment would Amount which reduces the Revolving Loan Commitment Amount below the then current amount of the Swing Line Loan Commitment Amount shall result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such an automatic and corresponding reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds Loan Commitment Amount to the amount of the Aggregate Revolving Loan Commitment Amount, as so reduced, without any further action on the part of Wachovia or otherwise. Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the then current amount of the Letter of Credit Commitment, such sublimit Commitment Amount shall be automatically reduced by result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount to the amount of such excess. Except the Revolving Loan Commitment Amount, as provided in so reduced, without any further action on the preceding sentencepart of the Administrative Agent, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit Issuers or the Swing Line Sublimit unless otherwise specified by the Borrowerotherwise.

Mandatory. In (i) If the event, and on each occasion, Company or any of its Subsidiaries makes an Asset Sale that during results in the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless realization by such Person of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to (when combined with all other Asset Sales in such fiscal year) in excess of the application Asset Sale Amount for any fiscal year (the amount of Section 2.05(b)(iv)Net Cash Proceeds in excess of the Asset Sale Amount being the “Required Prepayment Amount”), the Borrower shall, Company shall prepay an aggregate principal amount of Loans equal to 100% of the Required Prepayment Amount within five Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (ii) and (v) below); provided that the relevant Required Prepayment Amount shall not be required so to be used to make a prepayment so long as on or prior to the Business Day (x) the related date such prepayment is made (or, if not made, is otherwise required to be mademade (A) with respect no Default shall then have occurred and be continuing and (B) the Company has delivered to the Administrative Agent a Commitment Reduction Event described certificate from a Responsible Officer setting forth that portion of such Required Prepayment Amount that the Company intends to reinvest within 365 days of such date of receipt in clause operating assets or Persons (aincluding pursuant to Permitted Acquisitions) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and general type used in the business of the Commitment Reduction Amount with respect thereto, Company and its Subsidiaries or reasonably similar or related to the Administrative Agent. Promptly (nature or type of property and in any event not later than assets of the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction AmountCompany and its Subsidiaries. In connection with each such reduction, the Borrower shall be required event that after the giving of a notice of reinvestment referred to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding previous sentence, the amount Company either ceases to intend to make such reinvestment, or any portion thereof, or fails to make such reinvestment, or any portion thereof, within the 365-day period, then the Company shall immediately make the prepayment of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerunused Required Prepayment Amount in accordance with this Section 2.05(b).

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether i) If the Borrower is permitted or any Subsidiary shall at any time or from time to retain time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in an amount exceeding $100,000 in any fiscal year, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the 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% of the amount of all such Net Cash Proceeds; provided, in the case of (x) each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets or other assets used or useful in the Borrower and its Subsidiaries’ business other than inventory, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on extent such Net Cash Proceeds are actually invested or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event reinvested as described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give Borrower’s notice thereofwith such 180-day period, and promptly after the end of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction180-day period, the Borrower shall be required to promptly prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid Obligations in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excessNet Cash Proceeds not so invested or reinvested and (y) Net Cash Proceeds constituting proceeds of business interruption insurance maintained the Borrower or applicable Subsidiary following an Event of Loss, no mandatory prepayment of such Net Cash Proceeds shall be required under this clause (i). Except as provided The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Line of Credit Loans (without any reduction in the preceding sentence, the amount Line of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCommitments) until paid in full.

Mandatory. In the event(i) For any Excess Cash Flow Period, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (within ten Business Days after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof financial statements have been delivered pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x6.01(a) and the related prepayment is made Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if not madelater, is the date on which such financial statements and such Compliance Certificate are required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticedelivered), the Administrative Agent Parent Borrower shall reduce the Aggregate Revolving Credit Commitment by prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Commitment Reduction Amount. In connection Excess Cash Flow Period, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans and any other Indebtedness secured on a pari passu basis with the Term Loans, in each such reductioncase, made during the Borrower shall period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to prepay be made (including prepayments at a discount to par and open market purchases, with credit given for the par amount of the Indebtedness so prepaid) (except prepayments of Loans under any Revolving Credit Loans and, if Tranche or any other revolving Indebtedness that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Loans are paid Tranches or the corresponding revolving credit commitments, as applicable), in full, Cash Collateralize Letters of Credit each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) the sum of (I) repayments, prepayments, repurchases, redemptions and other cash payments made with respect to the principal of any Indebtedness (including principal representing capitalized interest) or the principal component of any Capitalized Lease Obligations of such Person or any of its Restricted Subsidiaries during such period (excluding voluntary and mandatory prepayments of Term Loans and any such payment from the proceeds of long-term Indebtedness, but including all premium, make-whole or penalty payments paid in cash (to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments are not otherwise prohibited under this Agreement) and all repayments with respect to revolving Indebtedness to the extent accompanied by a corresponding reduction in commitments); provided that, with respect to any mandatory prepayment of Indebtedness (other than, for the avoidance of doubt, Term Loans), such prepayments shall only be deducted pursuant to this clause (i) to the extent not deducted in the computation of net proceeds in respect of the Aggregate Revolving Credit Commitment would result asset disposition or condemnation giving rise thereto; (II) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of capital expenditures, acquisitions (including of intellectual property) and Investments and (y) cash payments that such Person or any of its Restricted Subsidiaries has committed to make or is required to make in respect of capital expenditures, acquisitions (including of intellectual property) and Investments within 365 days after the end of such period pursuant to binding obligations entered into prior to or during such period or, at the Parent Borrower’s option, after the end of such period and prior to the date of such Excess Cash Flow payment for such period; provided that amounts described in this clause (y) will not reduce Excess Cash Flow in subsequent periods, and, to the extent not paid, will increase Excess Cash Flow in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment subsequent period, (as so reducedIII) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of Taxes (including distributions to any Parent Holding Company in respect of Taxes), to the extent such payments exceed the amount of tax expense deducted in calculating such Consolidated Net Income, and (y) cash payments that such Person or any of its Restricted Subsidiaries will be required to make in respect of Taxes (including distributions to any costs Parent Holding Company in respect of Taxes) within 180 days after the end of such period, and (IV) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Transactions, any acquisition consummated before or expenses after the Closing Date or any Permitted Investment, Equity Issuance or debt issuance (whether or not consummated) and any Restricted Payment made to pay any of the foregoing incurred by Holdings and (3) any amount not required to be applied to such prepayment pursuant to Section 3.05. If2.05(b)(viii) or (ix); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio (calculated after giving Pro Forma Effect to any prepayment or reduction as set forth in clause (B) above) as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 4.75:1.00 or 4.25:1.00, respectively; provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent Excess Cash Flow for such period is equal to or less than $10,000,000 (and for such period such prepayment shall be limited to the amount in excess of $10,000,000); provided, further, that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any such reduction prepayment pursuant to clause (B) above and any Excess Cash Flow prepayment would result in the percentage in respect of the Aggregate Revolving Credit Commitmentapplicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Alternative Currency Sublimit, Excess Cash Flow prepayment required to be made shall apply; provided further that to the Relief Period Sublimit or extent the Swing Line Sublimit amount of prepayments pursuant to subclause (B) above exceeds the amount of that would otherwise be payable pursuant to this Section 2.05(b) in any given fiscal year, the Aggregate Revolving Credit Commitmentexcess thereof may be applied, such sublimit shall be automatically reduced by in the Borrowers’ discretion, to any amount of such excess. Except as provided Excess Cash Flow payable pursuant to this Section 2.05(b) in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerimmediately following fiscal year.

Mandatory. In (i) Following the eventend of each fiscal year of the Holdings, and on each occasioncommencing with the fiscal year ending December 31, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))2022, the Borrower shallshall prepay Loans in an aggregate amount equal to (A) the ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of any voluntary prepayments in respect of Loans and other Indebtedness permitted to be incurred hereunder that ranks pari passu with the Loans (except, on or in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) during such fiscal year or, without duplication, after the end of such fiscal year but prior to the Business Day date on which the prepayment described in this clause (i) (each, an “Excess Cash Flow Prepayment”) is required less (C) (x) the related prepayment is made aggregate amount of cash actually paid by Holdings and its Restricted Subsidiaries during such fiscal year on account of capital expenditures, Permitted Acquisitions or other Permitted Investments (orother than any amounts that were committed during a prior fiscal year to the extent such amounts reduced the Excess Cash Flow Prepayment in such prior fiscal year per clause (y) hereof (except, if not madein each case, is to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), and (y) without duplication of amounts deducted from the Excess Cash Flow Prepayment in respect of a prior period, at the option of the Borrower, the aggregate consideration required to be madepaid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the Excess Cash Flow Prepayment is required relating to capital expenditures, Permitted Acquisitions or other Permitted Investments, in each case, to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period (except, in each case, to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized in cash to finance such capital expenditure, Permitted Acquisition or other Permitted Investment during such subsequent period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of the Excess Cash Flow Prepayment at the end of such subsequent period of four consecutive fiscal quarters, less (D) permitted Restricted Payments paid in cash or otherwise declared by Holdings during such fiscal year or, at the option of the Borrower, prior to the date on which the Excess Cash Flow Prepayment is required and permitted Restricted Payments paid in cash or otherwise declared by any Restricted Subsidiary to any person other than Holdings or any of the Restricted Subsidiaries during such fiscal year or, at the option of the Borrower, prior to the date on which the Excess Cash Flow Prepayment is required, in each case in accordance with Section 7.06; provided that, with respect to any reduction for any declared Restricted Payments, to the extent the aggregate amount actually utilized in cash in connection with any such Restricted Payment during the subsequent period of four consecutive fiscal quarters is less than the declared amount, the amount of such shortfall shall be added to the calculation of the Excess Cash Flow Prepayment at the end of such subsequent period of four consecutive fiscal quarters. Each Excess Cash Flow Prepayment shall be applied as set forth in clause (v) below and shall be made no later than the date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, fiscal year for which Excess Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerFlow is being calculated.

Mandatory. In (i) No later than the eventdate that is five Business Days after each Quarterly Payment Date, the Borrowers shall cause to be offered to be prepaid in accordance with clauses (b)(iv) and on each occasion(viii) below, that an aggregate principal amount of Term Loans equal to the Applicable Cash Percentage of Available Cash, if any, for such fiscal quarter minus the amount of all Permitted Deductions during such fiscal quarter or the amount of all Permitted Deductions reasonably expected (as determined by the Borrower Representative in good faith) during the Relief Period following fiscal quarter (such amount, “Excess Cash Flow”); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase or make a Commitment Reduction Event occurs (after giving effect payment with respect to any reinvestment period, and regardless of whether Indebtedness outstanding at such time that is secured by a Lien on the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the application terms of Section 2.05(b)(iv)), the Borrower shall, documentation governing such Indebtedness (or any Permitted Refinancing thereof that is secured on or prior to a pari passu basis with the Business Day Obligations) with such Excess Cash Flow (x) the related prepayment is made (or, if not made, is such Indebtedness required to be made) with respect offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”), then the Borrowers may apply such Excess Cash Flow on a Commitment Reduction Event described in clause (a) pro rata basis to the Term Loan and Other Applicable Indebtedness determined on the basis of the definition aggregate outstanding principal amount of “Commitment Reduction Amount” or the Term Loans and Other Applicable Indebtedness at such time; provided, further, that (yA) any other Commitment Reduction Event occurs, give notice the portion of such Excess Cash Flow allocated to Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to Other Applicable Indebtedness pursuant to the terms thereof, the remaining amount, if any, of such Excess Cash Flow shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Commitment Reduction Amount with respect thereto, Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly and (B) to the Administrative Agent. Promptly extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event not later than within ten (10) Business Days after the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount date of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not rejection) be applied to prepay the Alternative Currency Sublimit, Term Loans in accordance with the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerterms hereof.

Mandatory. In (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the eventBorrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each occasionDisposition and Event of Loss, if the Borrowers state in its notice of such event that during the Relief Period applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365‑day period. Promptly after the end of Section 2.05(b)(iv))such 365‑day period, the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall reduce promptly prepay the Aggregate Revolving Credit Commitment by an Obligations in the amount equal to of such Commitment Reduction AmountNet Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. In connection with The amount of each such reduction, the Borrower prepayment shall be required applied then to prepay the U.S. Revolving Credit Loans and, if and the Canadian Revolving Credit Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full, Cash Collateralize Letters of Credit full and then to the extent that any such reduction of U.S. Swing Loans and the Aggregate Revolving Credit Commitment would result Canadian Swing Loans on a ratable basis (in accordance with the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reducedoutstanding principal amounts thereof), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (i) Within five Business Days after giving effect financial statements are required to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof have been delivered pursuant to Section 6.01(a) (commencing with the application of fiscal year ended December 31, 2017) and the related Compliance Certificate is required to have been delivered pursuant to Section 2.05(b)(iv)6.02(a), the Borrower shall, on or prior shall cause to the Business Day be prepaid an aggregate principal amount of Term Loans in an amount equal to (xA) the related prepayment is made (orApplicable ECF Percentage of Excess Cash Flow, if not madeany, is required for the fiscal year covered by such financial statements minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) the sum of (excluding such amounts of proceeds of Qualified Debt or Excluded Contributions designated to be madeexcluded from voluntary prepayment for this purpose (i.e., reducing the Excess Cash Flow prepayment) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or Extended Amortization Holiday Conditions”) (y1) any other Commitment Reduction Event occursall voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(v), give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to the discounted amount actually paid in cash in respect of the principal amount of such Commitment Reduction Amount. In connection with each Term Loans during such reductionfiscal year or, the Borrower shall be required without duplication across periods, after year-end and prior to prepay when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans made pursuant to Section 2.05(a) or otherwise during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, (3) all voluntary prepayments of Revolving Credit Loans, Extended Revolving Credit Loans, Refinancing Revolving Credit Loans andand Incremental Revolving Loans during such fiscal year or, if without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, to the extent the Revolving Credit Loans are paid in fullCommitments, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Extended Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Commitments, Refinancing Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Commitments and/or Incremental Revolving Credit CommitmentCommitments, as the Alternative Currency Sublimitcase may be, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically are permanently reduced by the amount of such excess. Except as provided payments and (4) the amount equal to all payments in cash paid by the Borrower in connection with the buyback of Term Loans pursuant to Section 10.07(l)(x), during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due, in the case of each of the immediately preceding sentenceclauses (1), (2), (3), and (4), except to the amount of any extent such Aggregate prepayments are funded with long-term Indebtedness (other than Revolving Credit Commitment reduction Loans); provided that, to the extent any deduction is made pursuant to the foregoing clauses (1), (2), (3) and (4) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be applied deducted with respect to the Alternative Currency SublimitExcess Cash Flow prepayment for the succeeding fiscal year; provided further that, to the extent any Other Applicable Indebtedness is outstanding that requires a payment from any Excess Cash Flow, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified Excess Cash Flow payment required to be made by the BorrowerBorrower under this Agreement shall be limited to the Other Applicable Indebtedness Pro Rata Amount of such required payment.

Mandatory. In The Borrower shall prepay the eventTIFIA Loan in whole or in part, without penalty or premium: Upon the incurrence of any Additional Senior Obligations permitted to be incurred pursuant to clause (d) of the definition thereof, in an amount equal to fifty percent (50%) of the net proceeds of such Additional Senior Obligations (after (A) repayment of any outstanding Senior Obligations refinanced with such Additional Senior Obligations, (B) any deposits required to satisfy the Senior Debt Service Reserve Required Balance, (C) payments to the [applicable public entity] required under the Concession Agreement (other than concession payments), and (D) payment of costs related to the issuance of such Additional Senior Obligations not in excess of two percent (2%) of the principal amount thereof); On each Semi-Annual Payment Date on each occasionand after the Debt Service Payment Commencement Date, that during in an amount equal to the Relief Period a Commitment Reduction Event occurs lesser of (A) the amount remaining in the Revenue Account (as defined in the Collateral Agency Agreement) after giving effect to any reinvestment periodthe payments in clauses FIRST through ___________ of Section _____ of the Collateral Agency Agreement on such date, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (xB) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to [fifty percent (50%)] of the amount by which the aggregate Net Cash Flow that is deposited in the Revenue Account during the immediately preceding calendar year exceeds the projected Net Cash Flow for such Commitment Reduction period as reflected in Exhibit J (“TIFIA Revenue Share Amount. In connection with each such reduction”); Upon receipt of any Termination Compensation, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit an amount equal to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by proceeds thereof less the amount of such excess. Except proceeds required to be used to prepay the Senior Obligations pursuant to the Collateral Agency Agreement; provided, however, that if the Termination Compensation is payable during the pendency of a Bankruptcy Related Event, then such proceeds shall be applied pro rata to prepay Senior Obligations and the TIFIA Loan; Following the determination thereof in accordance with the Collateral Agency Agreement, any Net Loss Proceeds; On each Semi-Annual Payment Date, if the Restricted Payment Conditions are not satisfied as provided of such Semi-Annual Payment Date and were not satisfied as of the most recent Semi-Annual Payment Date prior thereto, in an amount equal to all amounts then on deposit in the preceding sentence, Distribution Lockup Account (but excluding any amounts deposited in the Distribution Lockup Account on such Semi-Annual Payment Date) less the amount of any such Aggregate Revolving Credit Commitment reduction funds required to be used to prepay the Senior Obligations pursuant to the Collateral Agency Agreement; provided, however, that if such prepayment is payable during the pendency of a Bankruptcy Related Event, then such proceeds shall not be applied pro rata to prepay Senior Obligations and the Alternative Currency Sublimit, TIFIA Loan; and [Other applicable mandatory prepayment requirements].38 Each prepayment pursuant to this Section 10(a) shall be effected pursuant to Sections [_____] of the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified Collateral Agency Agreement (as applicable) and accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such prepayment.

Mandatory. In (i) (A) On the eventMulti-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Amount shall automatically and without the requirement of any action on the part of any Person be permanently reduced to zero, and (B) on each occasionthe Rollover Delay-Draw Term Loan Commitment Termination Date, that during the Relief Period a Rollover Delay-Draw Term Loan Commitment Reduction Event occurs (after giving effect Amount shall automatically and without the requirement of any action on the part of any Person be permanently reduced to any reinvestment periodzero, and regardless of whether (ii) on the date the Borrower is permitted or any of its Restricted Subsidiaries makes any prepayment with respect to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be madeapplied to prepay Revolving Loans in accordance with clauses (c), (d) with respect to a Commitment Reduction Event described in clause and (ae) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, Section 3.1 and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSection 3.2, the Administrative Agent Revolving Loan Commitment Amount shall reduce the Aggregate Revolving Credit Commitment be reduced by an amount equal to the amount of such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be prepayment required to be applied to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such Loans. Any reduction of the Aggregate Revolving Credit Loan Commitment would Amount which reduces the Revolving Loan Commitment Amount below the then current amount of the Swing Line Loan Commitment Amount shall result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such an automatic and corresponding reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds Loan Commitment Amount to the amount of the Aggregate Revolving Loan Commitment Amount, as so reduced, without any further action on the part of CSFB or otherwise. Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the then current amount of the Letter of Credit Commitment, such sublimit Commitment Amount shall be automatically reduced by result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount to the amount of such excess. Except the Revolving Loan Commitment Amount, as provided in so reduced, without any further action on the preceding sentencepart of the Administrative Agent, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit Issuers or the Swing Line Sublimit unless otherwise specified by the Borrowerotherwise.

Mandatory. In the event(i) If (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(l), (t), (u) and on (v)) or (2) any Casualty Event occurs, in each occasioncase, that during results in the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless realization or receipt by Parent or such Restricted Subsidiary of whether the Borrower is permitted to retain any or all Net Proceeds in excess of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))$15 million, the Borrower shall, Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Day Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (xor any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the related prepayment Senior Secured Notes or any Permitted Debt Offering incurred under Section 7.02(b)(xxiii) that is made secured on a pari passu basis with the Obligations (oror any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, if not made, is Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be madeoffered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) with respect to may apply such Net Proceeds on a Commitment Reduction Event described in clause pro rata basis (a) determined on the basis of the definition aggregate outstanding principal amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occursthe Term Loans and Other Applicable Indebtedness at such time; provided, give notice 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 Commitment Reduction Amount with respect thereto, Term Loans and to the Administrative Agent. Promptly repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event not later within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that, if Parent or any of its Restricted Subsidiaries intend to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than the next succeeding Business Daydirectors’ qualifying shares) after receiving in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within twelve (12) months of such noticereceipt, the Administrative Agent Borrowers shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall not be required to apply such portion of such Net Proceeds to prepay Revolving Credit the Term Loans andpursuant to this Section 2.05(b)(i) (it being understood that if any portion of such Net Proceeds are not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this Section 2.05(b)(i) as of the end of such six (6) month extension, or, if such contract is terminated or expires after the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction end of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment initial twelve (as so reduced)12) month period, including any costs on date of such termination or expenses pursuant to Section 3.05. If, after expiry without giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerthis proviso).

Mandatory. In (i) If the eventBorrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then 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 the Borrower or any Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (yx) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and on each occasion(zy) other than during the Basket Suspension Period, in the case of any Disposition or Event of Loss not covered by clause (yx) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that during the Relief Period Borrower or a Commitment Reduction Event occurs (Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after giving effect to any reinvestment the end of such 12-month or 18-month period, and regardless of as applicable, the Borrower shall notify the Administrative Agent whether the Borrower is permitted or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to retain any or all the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the amount of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) excess of the definition applicable $2,500,000 basket described above not so reinvested. The amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower prepayment shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerrelevant outstanding Term Loans in accordance with this Section 1.9 until paid in full.

Mandatory. In (i) If the eventBorrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and on each occasion(z) in the case of any Disposition not covered by clause (y) above, that during the Relief Period a Commitment Reduction so long as no Default or Event occurs (after giving effect to any reinvestment periodof Default then exists, and regardless of whether if the Borrower is permitted states in its notice of such event that the Borrower or the relevant Subsidiary intends to retain any or all reinvest, within ninety (90) days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of Section 2.05(b)(iv))such 90-day period, the Borrower shallshall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect theretoand, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the obligations of the Borrower under the Senior Credit Agreement in accordance with the Senior Credit Agreement and then to the outstanding Loans hereunder. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal is authorized to disburse amounts representing such Commitment Reduction Amount. In connection with proceeds from one or more separate collateral accounts (each such reductionaccount, and the Borrower shall be required credit balances, properties, and any investments from time to prepay Revolving Credit Loans andtime held therein, if the Revolving Credit Loans are paid in fulland any substitutions for such account, Cash Collateralize Letters any certificate of Credit to the extent that deposit or other instrument evidencing any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including foregoing and all proceeds of and earnings on any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, foregoing being collectively called the Alternative Currency Sublimit, the Relief Period Sublimit “Collateral Account”) to or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. In (i) If the event, and on each occasion, Administrative Agent notifies the Company at any time that during the Relief Period a Commitment Reduction Event occurs (after giving effect Total Revolving Credit Outstandings at such time exceed an amount equal to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) 103% of the definition Revolving Credit Facility then in effect, then, within five Business Days after receipt of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall (or shall cause another Loan Party to) Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 103% of the Revolving Credit Facility then in effect; provided, however, that, subject to the provisions of Section 2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed 103% of the Revolving Credit Facility then in effect. The Administrative Agent shall reduce may, at any time and from time to time after the Aggregate initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (ii) If the Administrative Agent notifies the Company at any time that the portion of the Total Revolving Credit Commitment by Outstandings denominated in Alternative Currencies at such time exceeds an amount equal to 103% of the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such Commitment Reduction Amount. In connection with each such reductionnotice, the Borrower Borrowers shall be required to prepay Revolving Credit Loans andand/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such portion of the Total Revolving Credit Outstandings as of such date of payment to an amount not to exceed 103% of the Alternative Currency Sublimit then in effect; provided, if however, that, subject to the provisions of Section 2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii) unless after the prepayment in full of the Revolving Credit Loans are paid denominated in full, Cash Collateralize Letters Alternative Currencies the portion of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Credit Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction denominated in Alternative Currencies exceeds 103% of the Aggregate Revolving Credit Commitment, the Alternative Currency SublimitSublimit then in effect. The Administrative Agent may, at any time and from time to time after the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount initial deposit of such excess. Except as Cash Collateral, request that additional Cash Collateral be provided in order to protect against the preceding sentence, the amount results of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.further exchange rate fluctuations. 62 158477613_2174043865_5

Mandatory. In (i) If the eventBorrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then 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 the Borrower or any Restricted Subsidiary in respect thereof) and, within five Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and on each occasion(z) in the case of any Disposition or Event of Loss not covered by clause (y) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that during the Relief Period Borrower or a Commitment Reduction Event occurs (Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after giving effect to any reinvestment the end of such 12-month or 18-month period, and regardless of as applicable, the Borrower shall notify the Administrative Agent whether the Borrower is permitted or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to retain any or all the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the amount of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) excess of the definition applicable $2,500,000 basket described above not so reinvested. The amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower prepayment shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerrelevant outstanding Term Loans in accordance with this Section 1.9 until paid in full.

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction (i) If either Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event occurs (after giving effect of Loss with respect to any reinvestment periodProperty which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and regardless (y) promptly upon receipt by such Borrower or such Subsidiary of whether the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrowers state in such notice of such event that the applicable Borrower is permitted or the applicable Subsidiary intends to retain any invest or all reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such twelve (12) month period. Promptly after the end of Section 2.05(b)(iv)such twelve (12) month period, the Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans, if any, in the inverse order of maturity), the Borrower shall, on or prior then to the Business Day (x) the related prepayment is made (oroutstanding Second Out Term Loans and Incremental Second Out Term Loans, if not madeany, is required until paid in full (such payments being applied to be made) with respect the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans, if any, in the inverse order of maturity), then to a Commitment Reduction Event described the Revolving Loans until paid in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereoffull, and of the Commitment Reduction Amount with respect thereto, then to the Swing Loans. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to or at the Borrowers’ direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerProperty.

Mandatory. In the event(i) If, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect with respect to any reinvestment periodEurocurrency Rate Advances, and regardless any Lender notifies the Administrative Agent that (i) such Lender is unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of whether a Borrowing denominated in Dollars or the Borrower is permitted third Business Day before the making of a Borrowing denominated in any Committed Currency in sufficient amounts to retain any or all fund such Lender’s Revolving Credit Advances as a part of such Net Cash Proceeds thereof pursuant Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to the application such Lender of Section 2.05(b)(iv))making, funding or maintaining such Lender’s Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the applicable Borrower shalland the Lenders, whereupon (A) such Borrower will, on or prior to the Business Day last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any other Commitment Reduction Event occursCommitted Currency, give notice thereof, either (x) prepay such Advances or (y) redenominate such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Commitment Reduction Amount with respect theretoLenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Administrative AgentAgent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Promptly Each such Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and the applicable Borrower as soon as practicable (and but in any event not later than ten Business Days after the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount first day of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerInterest Period).

Mandatory. In the event(i) For any Excess Cash Flow Period, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (within ten Business Days after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof financial statements have been delivered pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x6.01(a) and the related prepayment is made Compliance Certificate has been delivered pursuant to Section 6.02(a) (or, if not madelater, is the date on which such financial statements and such Compliance Certificate are required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticedelivered), the Administrative Agent Parent Borrower shall reduce the Aggregate Revolving Credit Commitment by prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Commitment Reduction Amount. In connection Excess Cash Flow Period, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans, and any other Indebtedness secured on a pari passu basis with the Term Loans, in each such reductioncase, made during the Borrower shall period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to prepay be made (including prepayments at a discount to par and open market purchases, with credit given for the actual cash amount so prepaid) (except prepayments of Loans under any Revolving Credit Loans and, if Tranche or any other revolving Indebtedness that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Loans are paid Tranches or the corresponding revolving credit commitments, as applicable), in full, Cash Collateralize Letters of Credit each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) repayments, prepayments, repurchases, redemptions and other cash payments made with respect to the principal of any Indebtedness (including principal representing capitalized interest) or the principal component of any Capitalized Lease Obligations of such Person or any of its Restricted Subsidiaries during such period (excluding voluntary and mandatory prepayments of Term Loans and any such payment from the proceeds of long-term Indebtedness, but including all premium, make-whole or penalty payments paid in cash (to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments are not otherwise prohibited under this Agreement) and all repayments with respect to revolving Indebtedness to the extent accompanied by a corresponding reduction in commitments); provided that, with respect to any mandatory prepayment of Indebtedness (other than, for the avoidance of doubt, Term Loans), such prepayments shall only be deducted pursuant to this clause (i) to the extent not deducted in the computation of net proceeds in respect of the Aggregate Revolving Credit Commitment would result asset disposition or condemnation giving rise thereto; (3) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of capital expenditures, acquisitions (including of intellectual property) and Investments and (y) cash payments that such Person or any of its Restricted Subsidiaries has committed to make or is required to make in respect of capital expenditures, acquisitions (including of intellectual property) and Investments within 365 days after the end of such period pursuant to binding obligations entered into prior to or during such period or, at the Parent Borrower’s option, cash payments made or binding contracts entered into after the end of such period and prior to the date of such Excess Cash Flow payment for such period; provided that amounts described in this clause (y) will not reduce Excess Cash Flow in subsequent periods, and, to the extent not paid, will increase Excess Cash Flow in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment subsequent period, (as so reduced4) (x) cash payments made by such Person or any of its Restricted Subsidiaries during such period in respect of Taxes (including Tax Distributions permitted hereunder), to the extent such payments exceed the amount of tax expense deducted in calculating such Consolidated Net Income, and (y) cash payments that such Person or any Restricted Subsidiaries will be required to make in respect of Taxes (including Tax Distributions permitted hereunder) within 180 days after the end of such period, and (5) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Transactions, any costs acquisition consummated before or expenses after the Closing Date or any Permitted Investment, Equity Issuance or debt issuance (whether or not consummated) and any Restricted Payment made to pay any of the foregoing incurred by Holdings and (6) any amount not required to be applied to such prepayment pursuant to Section 3.05. If2.05(b)(viii) or (ix); provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated First Lien Net Leverage Ratio (calculated after giving Pro Forma Effect to any prepayment or reduction as set forth in clause (B) above) as of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 3.75:1.00 or 3.25:1.00, respectively; provided, further, that no prepayment shall be required with respect to any Excess Cash Flow Period to the extent the required Excess Cash Flow payment for such period is equal to or less than $5,000,000 (and for such period such prepayment shall be limited to the amount in excess of $5,000,000); provided, further, that, if the Consolidated First Lien Net Leverage Ratio on a Pro Forma Basis after giving effect to any such reduction prepayment pursuant to clause (B) above and any Excess Cash Flow prepayment would result in the percentage in respect of the Aggregate Revolving Credit Commitmentapplicable Excess Cash Flow Period being reduced to 25% or 0%, then such reduced percentage applicable to the Alternative Currency Sublimit, Excess Cash Flow prepayment required to be made shall apply; provided further that to the Relief Period Sublimit or extent the Swing Line Sublimit amount of prepayments pursuant to subclause (B) above exceeds the amount of that would otherwise be payable pursuant to this Section 2.05(b) in any given fiscal year, the Aggregate Revolving Credit Commitmentexcess thereof may be applied, such sublimit shall be automatically reduced by in the Borrowers’ discretion, to any amount of such excess. Except as provided Excess Cash Flow payable pursuant to this Section 2.05(b) in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.immediately following fiscal year. 91

Mandatory. In the event(i)If (1) Parent or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ‎Section 7.04 (excluding dispositions permitted by Section ‎7.04(l), ‎(t), ‎(u) and on ‎(v)) or (2) any Casualty Event occurs, in each occasioncase, that during results in the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless realization or receipt by Parent or such Restricted Subsidiary of whether the Borrower is permitted to retain any or all Net Proceeds in excess of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))$15 million, the Borrower shall, Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business Day Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (xor any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the related prepayment Senior Secured Notes or any Permitted Debt Offering incurred under ‎Section 7.02(b)(xxiii) that is made secured on a pari passu basis with the Obligations (oror any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, if not made, is Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be madeoffered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) with respect to may apply such Net Proceeds on a Commitment Reduction Event described in clause pro rata basis (a) determined on the basis of the definition aggregate outstanding principal amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occursthe Term Loans and Other Applicable Indebtedness at such time; provided, give notice 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 Commitment Reduction Amount with respect thereto, Term Loans and to the Administrative Agent. Promptly repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this ‎Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event not later within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that, if Parent or any of its Restricted Subsidiaries intend to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than the next succeeding Business Daydirectors’ qualifying shares) after receiving in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within twelve (12) months of such noticereceipt, the Administrative Agent Borrowers shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall not be required to apply such portion of such Net Proceeds to prepay Revolving Credit the Term Loans andpursuant to this ‎Section 2.05(b)(i) (it being understood that if any portion of such Net Proceeds are not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this ‎Section 2.05(b)(i) as of the end of such six (6) month extension, or, if such contract is terminated or expires after the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction end of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment initial twelve (as so reduced)12) month period, including any costs on date of such termination or expenses pursuant to Section 3.05. If, after expiry without giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerthis proviso).

Mandatory. In (i) If the eventBorrower or any Subsidiary shall at any time or from time to time after the Closing Date make a Disposition or suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,500,000 individually or on a cumulative basis for all such Dispositions and Events of Loss in any fiscal year of the Borrower (such excess amount the “Excess Net Cash Proceeds”), then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or of such Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans, and shall pay accrued interest to the date of such prepayment on each occasion, that during the Relief Period a Commitment Reduction Event occurs aggregate principal amount being prepaid (after giving effect to any reinvestment periodor prepay the Loans, and regardless pay accrued interest to the date of whether such prepayment on the aggregate principal amount being prepaid, and prefund the L/C Obligations if required under Section 9.4 hereof), in an aggregate amount equal to 100% of such Excess Net Cash Proceeds; provided that in the case of each Disposition and Event of Loss, if the Borrower is permitted to retain any or all states in its notice of such event that the Borrower or the applicable Subsidiary intends to reinvest, within 90 days of the receipt by it of Net Cash Proceeds from such Disposition or Event of Loss, the Net Cash Proceeds thereof pursuant in assets similar to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal assets which were subject to such Commitment Reduction Amount. In connection with each such reductionDisposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid make a mandatory prepayment under this Section in full, respect of such Excess Net Cash Collateralize Letters of Credit Proceeds to the extent that any such reduction Excess Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, the Aggregate Revolving Credit Commitment would result Borrower shall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Excess Net Cash Proceeds in such similar assets, and to the Total Revolving Outstandings exceeding extent such Excess Net Cash Proceeds have not been so reinvested, the Aggregate Revolving Credit Commitment Borrower shall promptly prepay the Loans, and shall pay accrued interest to the date of such prepayment on the aggregate principal amount being prepaid (as so reducedor prepay the Loans, and pay accrued interest to the date of such prepayment on the aggregate principal amount being prepaid, and prefund the L/C Obligations if required under Section 9.4 hereof), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by in the amount of such excessExcess Net Cash Proceeds not so reinvested. Except The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations of the several Lenders based on the principal amounts thereof. The Borrower may elect to defer any prepayment required under this Section 1.8(b)(i) until the end of the applicable Interest Period of one or more Borrowings of Eurodollar Loans so as to avoid incurring funding indemnity costs under Section 1.11 hereof, provided that cash in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction prepayment so deferred shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified deposited by the BorrowerBorrower in a non-interest bearing blocked cash collateral account with the Administrative Agent during the period of such deferral.

Mandatory. In the event(i) For any Excess Cash Flow Period, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (within ten Business Days after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof financial statements have been delivered pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x6.01(a) and the related prepayment is made Compliance Certificate has been delivered pursuant to Section 6.02(b) (or, if not madelater, is the date on which such financial statements and such Compliance Certificate are required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticedelivered), the Administrative Agent Parent Borrower shall reduce the Aggregate Revolving Credit Commitment by prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Commitment Reduction Amount. In connection Excess Cash Flow Period, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans and any other Indebtedness secured on a pari passu basis with the Term Loans, in each such reductioncase, made during the Borrower shall period commencing on the first day of the relevant Excess Cash Flow Period and ending on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to prepay be made (including prepayments at a discount to par and open market purchases, with credit given for the par amount of the Indebtedness so prepaid) (except prepayments of Loans under any Revolving Credit Loans and, if Tranche or any other revolving Indebtedness that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Loans are paid Tranches or the corresponding revolving credit commitments, as applicable), in full, Cash Collateralize Letters of Credit each case other than to the extent that any such prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness, (2) the sum of (I) repayments, prepayments, repurchases, redemptions and other cash payments made with respect to the principal of any Indebtedness (including principal representing capitalized interest) or the principal component of any Capitalized Lease Obligations of such Person or any of its Restricted Subsidiaries during such period (excluding voluntary and mandatory prepayments of Term Loans and any such payment from the proceeds of long-term Indebtedness, but including all premium, make-whole or penalty payments paid in cash (to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and such payments are not otherwise prohibited under this Agreement) and all repayments with respect to revolving Indebtedness to the extent accompanied by a corresponding reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reducedcommitments); provided that, including any costs or expenses pursuant to Section 3.05. If, after giving effect with respect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.mandatory

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether i) If the Borrower is permitted or any Subsidiary shall at any time or from time to retain time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the outstanding Loans and L/C Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; 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 Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) extent such Net Cash Proceeds are actually reinvested in such similar assets with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agentsuch 180-day period. Promptly (and in any event not later than after the next succeeding Business Day) after receiving end of such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction180-day period, the Borrower shall be required to prepay Revolving Credit Loans andnotify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit and to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as Net Cash Proceeds have not been so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitmentreinvested, the Alternative Currency Sublimit, Borrower shall promptly prepay the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by outstanding Loans and L/C Obligations in the amount of such excessNet Cash Proceeds not so reinvested. Except as provided in the preceding sentence, the The amount of any each such Aggregate Revolving Credit Commitment reduction prepayment shall not be applied to on a ratable basis among the Alternative Currency Sublimit, relevant outstanding Obligations based on the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerprincipal amounts thereof.

Mandatory. In From and after the eventAgreement Date, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted shall prepay outstanding Loans (or if the Loans have not yet been made, reduce the Commitments) in an amount equal to retain any all or all a portion of such the Net Cash Proceeds thereof pursuant to received by the application of Section 2.05(b)(iv))Parent, the Borrower shall, or any Subsidiary of the Borrower from any Mandatory Prepayment Event that occurs on or prior after the Agreement Date as follows: (i) if such Mandatory Prepayment Event is the receipt of payments from Allianz Real Estate pursuant to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeMandatory Prepayment Event”, the Administrative Agent Borrower shall reduce the Aggregate Revolving Credit Commitment by pay an amount equal to (x) 25% of the Net Cash Proceeds from any such Commitment Reduction Amount. In connection with each Mandatory Prepayment Event that occurs on or before December 31, 2017 and (y) 50% of the Net Cash Proceeds from any such reductionMandatory Prepayment Event that occurs on or after January 1, 2018, (ii) if such Mandatory Prepayment Event is the sale or disposition of Property or Equity Interests described in clause (b) of the definition of “Mandatory Prepayment Event”, the Borrower shall be required pay an amount equal to prepay Revolving Credit Loans and, if 50% of the Revolving Credit Loans are paid in full, Net Cash Collateralize Letters of Credit to the extent that Proceeds from any such reduction Mandatory Prepayment Event, and (iii) if such Mandatory Prepayment Event is the refinancing of loans under the Existing Credit Agreement described in clause (c) of the Aggregate Revolving Credit Commitment would result in definition of “Mandatory Prepayment Event”, the Total Revolving Outstandings exceeding Borrower shall pay an amount equal to 100% of the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to Net Cash Proceeds from any such reduction Mandatory Prepayment Event. Notwithstanding the foregoing, the Borrower shall also repay the outstanding Loans in full upon the closing of any refinancing of the Aggregate Revolving loans under the Existing Credit CommitmentAgreement, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds regardless of the amount of Net Cash Proceeds received by the Aggregate Revolving Credit CommitmentBorrower from such refinancing. The Borrower shall make such payments to the Administrative Agent for the account of the Lenders, within five (5) Business Days after such sublimit Net Cash Proceeds are received. In the case of any prepayment made or to be made in connection with this Section 2.7(b): (A) the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such prepayment together with a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the Net Cash Proceeds to be automatically reduced by prepaid; (B) the Administrative Agent will promptly notify each Lender of its receipt of such Notice of Prepayment and of the amount of such excess. Except as provided Lender’s Prorata Share of such prepayment; (C) the Borrower shall make such prepayment and the payment amount specified in such Notice of Prepayment shall be due and payable on the preceding sentencedate specified therein; (D) any prepayment of a LIBOR Loan shall be accompanied by all accrued interest thereon, the amount of together with any additional amounts required pursuant to Section 4.4; and (E) each such Aggregate Revolving Credit Commitment reduction repayment shall not be applied to the Alternative Currency Sublimit, applicable Loans of the Relief Period Sublimit or Lenders in accordance with their respective Prorata Share. The failure of the Swing Line Sublimit unless otherwise specified by Borrower to make a required repayment under this Section 2.7(b) following the Borroweroccurrence of a Mandatory Prepayment Event shall constitute an Event of Default hereunder. Any Loans that are prepaid may not be reborrowed.

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether i) If the Borrower is permitted or any Subsidiary shall at any time or from time to retain time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,500,000 individually or on a cumulative basis in any Fiscal Year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the 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% of the amount of all such Net Cash Proceeds received in connection with such Disposition or such Event of Loss; 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 Subsidiary intends to invest or reinvest, as applicable, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such 180-day period. Promptly after the end of Section 2.05(b)(iv))such 180-day period, the Borrower shallshall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so invested or reinvested. The amount of each such prepayment shall be applied first to the aggregate outstanding Term Loans and Incremental Term Loans, if any, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) a combined ratable basis with respect to a Commitment Reduction Event described all such Loans until such Loans are paid in clause (a) full and then to the Revolving Table of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereofContents Loans until paid in full, and of the Commitment Reduction Amount with respect thereto, then to the Swing Loans. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. In (i) If the eventBorrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and on each occasion(z) in the case of any Disposition not covered by clause (y) above, that during the Relief Period a Commitment Reduction so long as no Default or Event occurs (after giving effect to any reinvestment periodof Default then exists, and regardless of whether if the Borrower is permitted states in its notice of such event that the Borrower or the relevant Subsidiary intends to retain any or all reinvest, within ninety (90) days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of Section 2.05(b)(iv))such 90-day period, the Borrower shallshall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect theretoand, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(v) below, first to the outstanding Term Loans (to be applied on a ratable basis between the Term A Loans and Acquisition Loans based on the outstanding principal amount thereof) until paid in full and then to the Revolving Credit. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. (i) The Borrower shall prepay in accordance with Section 2.04(c) amounts in the Distribution Suspense Account, to the extent required to be prepaid in accordance with Section 2.16(j)(ii). (ii) In the eventevent of any termination or reduction of Working Capital Commitments pursuant to Section 2.05, Borrower shall repay or prepay its outstanding Working Capital Loans and L/C Loans in an amount, and on each occasionCash Collateralize the Letters of Credit in an amount equal to 102% of the amount, by which the Outstanding Amount of the Total Working Capital Exposure of the Working Capital Lenders exceeds the Working Capital Commitments or the Outstanding Amount of the L/C Obligations of the L/C Issuers exceeds the aggregate L/C Issuer Commitments, as applicable; provided that during any amount provided to Cash Collateralize the Relief Period a Commitment Reduction Event occurs (Letters of Credit under this clause shall be returned to Borrower to the extent that, after giving effect to any reinvestment periodsuch return, Borrower would remain in compliance with this clause and regardless no Event of whether the Borrower is permitted to retain any Default shall have occurred and be continuing. (iii) If an Equity Sale or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))a Total Sale occurs, the Borrower shallshall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Day Days after the date of receipt by the Borrower of the Net Proceeds thereof, an aggregate principal amount of Term Loans in an amount equal to the applicable Prepayment Amount; provided that, the Borrower shall make such mandatory prepayments with the Net Proceeds thereof and, solely to the extent necessary, other cash of the Borrower in an amount equal (xtogether with such Net Proceeds) to the related prepayment is made applicable Prepayment Amount. (or, if iv) If the Borrower incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not made, is required prohibited under ‎Section 7.02 (excluding Indebtedness incurred pursuant to be made) with respect to a Commitment Reduction Event described in clause (an) of the definition of “Commitment Reduction Amount” Permitted Debt”, which results in the receipt by the Borrower of Net Proceeds, the Borrower shall 20 KE 73718588.20 US-DOCS\142539518.2141222994.8 prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans, together with all Swap Termination Amounts then due and payable as a result of any such prepayment, in an amount equal to 100% of Net Proceeds received therefrom, on or prior to the fifth (y5th) Business Day following receipt thereof by the Borrower (except, for any other Commitment Reduction Event occursSwap Termination Amounts, give notice thereofon the day set forth in Section 2.04(c)). (v) If the Borrower receives any Net Proceeds resulting from any Disposition, and Material Contract Payment or Casualty Event, the Borrower shall prepay in accordance with Section 2.04(c), on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Net Proceeds, an aggregate principal amount of Term Loans equal to the Commitment Reduction applicable Prepayment Amount with respect theretoto such Disposition, Material Contract Payment or Casualty Event. (vi) If any Transportation Agreement shall have been terminated, and such terminated Transportation Agreement is not replaced on substantially similar terms on or prior to the date that is six (6) months after such termination, the Borrower shall prepay in accordance with Section 2.04(c) an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100%) of cash available at level Eighth of Section 2.16(i) on each Quarterly Payment Date following such six-month period until the date on which Debt Service Coverage Ratio shall equal or exceed 1.30:1.00. (vii) If the Term Conversion Date has not occurred on or before the last Business Day of June 2022 or September 2022 as a result of an extension of the Date Certain (in accordance with the definition thereof), the Borrower shall prepay in accordance with Section 2.04(c)(i), to the Administrative Agentextent of amounts on deposit in or credited to the Revenue Account, an aggregate principal amount of Term Loans in an amount equal to the principal amount of the Term Loans that would have been payable on such date (as applicable) if no such extension of the Date Certain had occurred. Promptly (viii) Notwithstanding anything to the contrary in Sections 2.04(b)(iii), (b)(iv), (b)(v), (b)(vi) or (b)(vii), if at the time of any such prepayment under any such subsection the Borrower is required to prepay or to offer to repurchase or make payment of any Additional Pari Passu Permitted Debt with the Net Proceeds received with respect to any such subsection, then the Borrower may apply such Net Proceeds on a pro rata basis to the Term Loans and Additional Pari Passu Permitted Debt (determined with reference to the outstanding principal amount of each at such time, taking into account any Swap Termination Amounts resulting from such prepayment) and the amount of prepayment of the Term Loans shall be reduced by such amount applied to repay such Additional Pari Passu Permitted Debt; provided, further, that, to the extent the holders of Additional Pari Passu Permitted Debt decline to have such indebtedness repurchased or prepaid, the Borrower shall promptly (and in any event not later than the next succeeding within five (5) Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.Days 21 KE 73718588.20 US-DOCS\142539518.2141222994.8

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether i) If the Borrower is permitted or any Subsidiary shall at any time or from time to retain time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the 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% of the amount of all such Net Cash Proceeds in excess of $1,000,000; 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 Subsidiary intends to invest or reinvest, as applicable, within 90 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice with such 90-day period. Promptly after the end of Section 2.05(b)(iv))such 90-day period, the Borrower shallshall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, on or prior and to the Business Day (x) extent such Net Cash Proceeds have not been so invested or reinvested, the related Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment is made (or, if not made, is required to shall be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, applied first to the outstanding Term Loans until paid in full and then to the Revolving Loans until paid in full and then to the Swing Loans. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether i) If the Borrower is permitted or any Subsidiary shall at any time or from time to retain time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $5,000,000 individually or on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; 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 a Subsidiary intends to reinvest, within 180 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of Section 2.05(b)(iv))such 180-day period, the Borrower shallshall notify the Administrative Agent whether the Borrower or a Subsidiary has reinvested such Net Cash Proceeds in such similar assets, on or prior and to the Business Day extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Loans (xor all outstanding Loans and L/C Obligations if an Event of Default exists) in the related prepayment is made (or, if amount of such Net Cash Proceeds not made, is required to be made) so reinvested. If the Borrower has not prepaid the Loans with respect to a Commitment Reduction Event the Net Cash Proceeds received as described in clause (ai) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, above and of the Commitment Reduction Amount with respect thereto, to if the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. In (i) If the eventBorrower or any Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss, then 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 the Borrower or any Subsidiary in respect thereof) and, within five Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and on each occasion(z) in the case of any Disposition or Event of Loss not covered by clause (y) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets used or useful in the business of the Borrower or a Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that during the Relief Period Borrower or a Commitment Reduction Event occurs (Subsidiary has committed to reinvest such Net Cash Proceeds in assets used or useful in the business of the Borrower or a Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after giving effect to any reinvestment the end of such 12-month or 18-month period, and regardless of as applicable, the Borrower shall notify the Administrative Agent whether the Borrower is permitted or a Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to retain any or all the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the amount of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) excess of the definition applicable $2,500,000 basket described above not so reinvested. The amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower prepayment shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerrelevant outstanding Term Loans in accordance with this Section 1.9 until paid in full.

Mandatory. In the event, and on each occasion, that during the Relief Period either (A) a Commitment Reduction prepayment is required to be made pursuant to Section 2.05(b) as a result of a Prepayment Event occurs described in clause (a) of the definition thereof (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))) or (B) a Commitment Reduction Event occurs, the Borrower shall, on or prior to the Business Day (x) the related such prepayment is made (or, if not made, is or would be) required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” made or (y) any other such Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment Facility by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment Facility would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment Facility (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit CommitmentFacility, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentFacility, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment Facility reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Mandatory. In (i) If any Credit Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $500,000 individually or on a cumulative basis in any fiscal year of Credit Parties, then (x) Borrower Representative shall promptly notify the eventAgent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Credit Party or such Subsidiary in respect thereof) and (y) promptly (and in any event within five (5) Business Days) upon receipt by any Credit Party or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $500,000; provided that in the case of each Disposition and on each occasionEvent of Loss, if Borrower Representative states in its notice of such event that during the Relief Period applicable Credit Party or Subsidiary intends to invest or reinvest, as applicable, within one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, Borrowers shall not be required to make a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day extent such Net Cash Proceeds are either (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” actually invested or reinvested or (y) any other Commitment Reduction Event occurscommitted to be invested or reinvested, give in each case as described in Borrower Representative’s notice thereofwith such 180-day period. Promptly after the end of such 180-day period, Borrower Representative shall notify the Agent whether such Credit Party or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in Borrower Representative’s notice, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of Net Cash Proceeds have not been so invested or reinvested, Borrowers shall promptly prepay the Aggregate Revolving Credit Commitment would result Obligations in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excessNet Cash Proceeds not so invested or reinvested. Except as provided The amount of each such prepayment shall be applied first to the amounts outstanding under each of Term Loan A-1 and Term Loan A-2 in equal amounts until paid in full (applied on a pro rata basis over the remaining principal amortization payments thereof), and, then to (in the preceding sentence, the amount of any such Aggregate order determined by Agent but without a reduction in Revolving Credit Commitment reduction shall not be applied to Commitments) the Alternative Currency SublimitRevolving Loans, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerLoans, Reimbursement Obligations.

Mandatory. In (i) If the event, and on each occasion, that during the Relief Period a Commitment Reduction Borrower or any Subsidiary shall at any time or from time to time make or agree to make an Asset Disposition or shall suffer an Event occurs (after giving effect of Loss with respect to any reinvestment periodProperty which results in Net Cash Proceeds in excess of $1,000,000 individually or on a cumulative basis in any Fiscal Year, and regardless of whether then (x) the Borrower is permitted shall promptly notify the Administrative Agent of such proposed Asset Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to retain any be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Asset Disposition or such Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of $1,000,000; provided that in the case of each Asset Disposition and Event of Loss, if the Borrower states in such notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Asset Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like‑kind assets, then so long as no Default or Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such twelve (12) month period. Promptly after the end of Section 2.05(b)(iv))such twelve (12) month period, the Borrower shallshall notify the Administrative Agent whether the Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrower’s notice, on or prior and to the Business Day (x) extent such Net Cash Proceeds have not been so invested or reinvested, the related Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $1,000,000 not so invested or reinvested. The amount of each such prepayment is made (orshall be applied first to the outstanding Term Loans and Incremental Term Loans, if not madeany, is required until paid in full (such payments being applied to be made) with respect the remaining amortization payments on the Term Loans and Incremental Term Loans, if any, in the inverse order of maturity), then to a Commitment Reduction Event described the Revolving Loans until paid in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereoffull, and of the Commitment Reduction Amount with respect thereto, then to the Swing Loans. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Asset Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. In the event(i) For any Excess Cash Flow Period, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs within ten (10) Business Days after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof financial statements have been delivered pursuant to Section 6.01(a) and the application of related Compliance Certificate has been delivered pursuant to Section 2.05(b)(iv)6.02(b) (or, if later, the date on which such financial statements and such Compliance Certificate are required to be delivered), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described shall prepay an aggregate principal amount of Term Loans in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for such Commitment Reduction Amount. In connection with Excess Cash Flow Period, minus (B) the sum of (1) the aggregate amount of voluntary principal prepayments of the Loans, in each such reductioncase, made during the Borrower shall period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the Excess Cash Flow Period or, at the Borrower’s option, on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to prepay be made (including prepayments at a discount to par, open market purchases and prepayments in connection with the lender replacement provisions (including pursuant to Section 3.08), with credit given for the actual amount of the cash payment) (except prepayments of Loans under any Revolving Credit Loans and, if Tranche that are not accompanied by a corresponding permanent commitment reduction of the Revolving Credit Loans are paid Tranches), in full, Cash Collateralize Letters of Credit each case other than to the extent that any such reduction prepayment is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long-term Indebtedness (excluding, for the Aggregate avoidance of doubt, proceeds of any revolving credit facility (including the Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reducedFacility)), including (2) any costs or expenses amount not required to be applied to such prepayment pursuant to Section 3.05. If2.05(b)(viii) or (ix), after giving effect to any such reduction (3) the portion of the Aggregate Revolving Credit CommitmentExcess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness (to the Alternative Currency Sublimitextent the documentation governing such Pari Passu Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the Relief Period Sublimit or the Swing Line Sublimit exceeds product of (x) the amount of Excess Cash Flow and (y) a fraction, the Aggregate Revolving Credit Commitmentnumerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such sublimit shall equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness), (4) the aggregate amount of voluntary principal prepayments of other Pari Passu Indebtedness (except prepayments of revolving Indebtedness that are not accompanied by a corresponding permanent commitment reduction), (5) [reserved], (6) the amount of capital expenditures made in cash or accrued by the Borrower or any of its Restricted Subsidiaries during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the Excess Cash Flow Period or, at the Borrower’s option, on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be automatically reduced required to be made, (7) the aggregate amount of cash consideration paid by the Borrower or any Restricted Subsidiary (on a consolidated basis) in connection with any Investments (including, without limitation, any acquisitions) constituting “Permitted Investments”, during the period commencing on the first day of the relevant Excess Cash Flow Period and ending on the last day of the Excess Cash Flow Period or, at the Borrower’s option, on the date immediately prior to the date on which the relevant Excess Cash Flow prepayment is or would be required to be made and in each case other than to the extent that any such cash consideration is funded with the proceeds of Specified Refinancing Debt, Refinancing Notes or any other long term Indebtedness; and (8) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow pursuant to this Section 2.05(b)(i)(B)(8) in respect of prior fiscal years, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such fiscal year relating to Investments constituting “Permitted Investments” or made pursuant to Section 7.05 or capital expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such fiscal year, provided that to the extent the aggregate amount of cash actually utilized to finance such Investments and capital expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such excess. Except shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; provided that such percentage in respect of any Excess Cash Flow Period shall be reduced to 25% or 0% if the Consolidated Senior Secured Net Leverage Ratio as provided of the last day of the fiscal year to which such Excess Cash Flow Period relates was equal to or less than 6.00:1.00 or 5.50:1.00, respectively (the amount described in the preceding sentencethis clause (i), the “ECF Prepayment Amount”); provided further that (a) no prepayment shall be required with respect to any Excess Cash Flow Period unless the ECF Prepayment Amount exceeds the greater of (x) $5,000,000 and (y) 9% of Four Quarter Consolidated EBITDA at such time, on a Pro Forma Basis, and in such case, the ECF Prepayment Amount shall be the amount of in excess thereof and (b) if the Borrower elects to reduce the Excess Cash Flow prepayment with respect to any action taken after the Excess Cash Flow Period, such Aggregate Revolving Credit Commitment reduction amounts shall not be applied to reduce Excess Cash Flow prepayments for the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowernext Excess Cash Flow Period.

Mandatory. In (i) If the eventBorrower or any Restricted Subsidiary shall at any time or from time to time make a Disposition or shall suffer an Event of Loss, then 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 the Borrower or any Restricted Subsidiary in respect thereof) and, within five Business Days after the receipt of such Net Cash Proceeds, the Borrower shall prepay the relevant Term Loans in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (y) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and on each occasion(z) in the case of any Disposition or Event of Loss not covered by clause (y) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the receipt of such Net Cash Proceeds, that during the Relief Period Borrower or a Commitment Reduction Event occurs (Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after giving effect to any reinvestment the end of such 12-month or 18-month period, and regardless of as applicable, the Borrower shall notify the Administrative Agent whether the Borrower is permitted or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to retain any or all the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the relevant Term Loans in the amount of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) excess of the definition applicable $2,500,000 basket described above not so reinvested. The amount of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower prepayment shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerrelevant outstanding Term Loans in accordance with this Section 1.9 until paid in full.

Mandatory. In (i) If any Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition (other than Dispositions permitted under Section 6.13(r)) or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the eventBorrowers, then (x) the Borrowers shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by such Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by such Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers; provided that in the case of each occasionDisposition and Event of Loss, if the Borrowers state in its notice of such event that during the Relief Period applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within 365 days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in similar like-kind assets, then so long as no Default or Event of Default then exists, the Borrowers shall not be required to make a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless of whether the Borrower is permitted to retain any or all mandatory prepayment under this Section in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually invested or reinvested as described in the Borrowers’ notice within such 365-day period. Promptly after the end of Section 2.05(b)(iv))such 365-day period, the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, Borrowers shall notify the Administrative Agent whether such Borrower or such Subsidiary has invested or reinvested such Net Cash Proceeds as described in the Borrowers’ notice, and to the extent such Net Cash Proceeds have not been so invested or reinvested, the Borrowers shall reduce promptly prepay the Aggregate Revolving Credit Commitment by an Obligations in the amount equal to of such Commitment Reduction AmountNet Cash Proceeds in excess of U.S. $1,000,000 individually or on a cumulative basis in any fiscal year of the Borrowers not so invested or reinvested. In connection with The amount of each such reduction, the Borrower prepayment shall be required applied then to prepay the U.S. Revolving Credit Loans and, if and the Canadian Revolving Credit Loans on a ratable basis (in accordance with the outstanding principal amounts thereof) until all outstanding Revolving Loans are paid in full, Cash Collateralize Letters of Credit full and then to the extent that any such reduction of U.S. Swing Loans and the Aggregate Revolving Credit Commitment would result Canadian Swing Loans on a ratable basis (in accordance with the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reducedoutstanding principal amounts thereof), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Mandatory. (i) In the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to event of any reinvestment period, and regardless termination of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv))Dollar Revolving Credit Commitments, the Borrower Revolving Credit Borrowers shall, on the date of such termination, repay or prior to prepay all outstanding Dollar Revolving Credit Loans and replace all outstanding Letters of Credit and/or Cash Collateralize the Business Day (x) L/C Obligations in a cash collateral account established with the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event Collateral Agent for the benefit of the Secured Parties in the manner described in clause (a) Section 2.03(g). In the event of any termination of all of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeMulticurrency Revolving Credit Commitments, the Administrative Agent shall reduce Borrowers shall, on the date of such termination, repay or prepay all outstanding Multicurrency Revolving Credit Loans. If for any reason the Outstanding Amount of all Dollar Revolving Credit Loans and L/C Obligations at any time exceed the Aggregate Dollar Revolving Credit Commitment by Commitments then in effect, the Borrowers shall immediately prepay all outstanding Dollar Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Commitment Reduction Amount. In connection with each such reductionexcess; provided, however, that the Borrower Borrowers shall not be required to prepay Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Dollar Revolving Credit Loans and, if the Outstanding Amount of all Dollar Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of and L/C Obligations exceed the Aggregate Dollar Revolving Credit Commitment would result Commitments then in effect. If for any reason the Total Outstanding Amount of all Multicurrency Revolving Outstandings exceeding Credit Loans at any time exceeds the Aggregate Multicurrency Revolving Credit Commitment (as so reduced)Commitments then in effect, including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Borrowers shall immediately prepay all outstanding Multicurrency Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the Loans in an aggregate amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of equal to such excess. Except as provided in the preceding sentence, the amount Mandatory prepayments of any such Aggregate Dollar Revolving Credit Commitment reduction Loans shall not be applied to made on a pro rata basis among the Alternative Currency Sublimit, outstanding Tranches of Dollar Revolving Credit Loans and mandatory prepayments of Multicurrency Revolving Credit Loans shall be made on a pro rata basis among the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borroweroutstanding Tranches of Multicurrency Revolving Credit Loans.

Mandatory. In (i) Subject to Subsection 2.05(b)(vi), in the event, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless Net Cash Proceeds are received by or on behalf of whether the Borrower is permitted or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, on or before the next succeeding Business Day following the occurrence of such Prepayment Event), prepay the Loans in an aggregate amount equal to retain any or all 100% of the amount of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required such mandatory prepayments to be madeapplied as set forth in clause (ii) with respect to a Commitment Reduction Event below); provided that, in the case of any event described in clause (a) of the definition of the term “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occursPrepayment Event”, give so long as no Default shall have occurred and be continuing and notice thereof, and of the Commitment Reduction Amount with respect thereto, intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent. Promptly Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any event balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not later than been so invested (or committed to be invested) by the next succeeding Business Day) end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after receiving the date of receipt of such noticeNet Cash Proceeds), the Administrative Agent at which time a prepayment shall reduce the Aggregate Revolving Credit Commitment by be required in an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Net Cash Collateralize Letters of Credit to the extent Proceeds that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as have not been so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowerinvested.

Mandatory. In (i) If any Loan Party or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the eventBorrower Representative shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the applicable Loan Party or such Subsidiary in respect thereof) and, promptly upon receipt by the applicable Loan Party or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Loan Parties not exceeding $1,000,000 in the aggregate so long as no Default or Event of Default then exists, and on each occasion(z) in the case of any Disposition not covered by clause (y) above, that during the Relief Period a Commitment Reduction so long as no Default or Event occurs (after giving effect to any reinvestment periodof Default then exists, and regardless of whether if the Borrower is permitted Representative states in its notice of such event that the applicable Loan Party or the applicable Subsidiary intends to retain any or all reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrowers shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180-day period. Promptly after the end of Section 2.05(b)(iv))such 180-day period, the Borrower shallRepresentative shall notify the Administrative Agent whether the applicable Loan Party or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect theretoand, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, first to the outstanding Acquisition Loans until paid in full and then to the Revolving Credit (without a concomitant reduction in Revolving Credit Commitments). If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, or at the Borrower shall be required Representative’s direction for application to prepay Revolving Credit Loans andor reimbursement for the costs of replacing, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any rebuilding or restoring such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerProperty.

Mandatory. In (i) (i) If the eventDesignated Agent provides a written notice in conformity with Section 2.10(b)(ii) to the Borrower that, on any date, the sum of (A) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding and (B) the Equivalent in Dollars (determined on each occasionthe third Business Day prior to such date) of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Committed Currencies then outstanding exceeds 102% of the aggregate Commitments of the Lenders on such date, that during the Relief Period a Commitment Reduction Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Advances, and/or to the extent necessary, deposit into the LC Collateral Account in Dollars, an amount (which amount shall be held by the Designated Agent, for the benefit of the Lenders, as cash collateral for the Borrower’s obligations with respect to outstanding Letters of Credit) necessary so that, after giving effect to such prepayment of Advances and such deposit, the sum of (A) and (B) above less the amount to be deposited in the LC Collateral Account does not exceed 100% of the aggregate Commitments of the Lenders on such date as set forth in the written notice from the Designated Agent to the Borrower pursuant to the terms hereof. Any such amounts so deposited with the Designated Agent as cash collateral in the LC Collateral Account shall (so long as no Event occurs of Default has occurred and is continuing) be released to the Borrower on the date on which the sum of (A) and (B) above does not exceed 100% of the sum of the aggregate Commitments of the Lenders and the amount on deposit in the LC Collateral Account (after giving effect to any reinvestment periodproposed release) on such date. In connection therewith, and regardless upon the request of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to the application of Section 2.05(b)(iv)), Designated Agent the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly (and in any event not later than the next succeeding Business Day) after receiving such notice, the Administrative Agent shall reduce the Aggregate Revolving Credit Commitment by an amount equal to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any the LC Collateral Account has not theretofore been opened, open the LC Collateral Account with the Designated Agent and enter into such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (documents relating thereto as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced are reasonably requested by the amount of such excess. Except as provided in Designated Agent and mutually acceptable between the preceding sentence, Borrower and the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerDesignated Agent.

Mandatory. In (i) If for any reason the event, and on each occasion, that during Total Revolving Credit Outstandings exceed the Relief Period a Commitment Reduction Event occurs (after giving Loan Cap as then in effect to any reinvestment period, and regardless or the Total Revolving Credit Outstandings of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof pursuant to Canadian Borrowers exceed the application of Section 2.05(b)(iv))Canadian Sublimit then in effect, the Borrower shall, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect thereto, to the Administrative Agent. Promptly Borrowers shall promptly (and in any event not later than the next succeeding event, within one (1) Business Day) prepay, or cause to be repaid, Revolving Credit Advances, Swing Line Advances, Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that, the Parent Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.10(b) unless after receiving the prepayment in full of the Revolving Credit Advances, Swing Line Advances and Unreimbursed Amounts the Total Revolving Credit Outstandings exceed the Loan Cap as then in effect. Upon notice by Parent Borrower to the Agent, the Agent shall release any Cash Collateral to the Parent Borrower to the extent that, after such a release, the Total Revolving Credit Outstandings at such time shall not exceed the Loan Cap. (ii) If the Agent notifies Parent Borrower at any time that the Outstanding Amount of Revolving Credit Advances and Letters of Credit denominated in Alternative Currencies at such time exceed the Alternative Currency Sublimit then in effect, then, within five Business Days after receipt of such notice, the Administrative Agent Borrowers shall reduce the Aggregate prepay, or cause to be prepaid, Revolving Credit Commitment by Advances, Unreimbursed Amounts and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to eliminate such Commitment Reduction Amount. In connection with each such reductionexcess; provided, the however, that, Parent Borrower shall not be required to prepay Revolving Credit Loans and, if Cash Collateralize the L/C Obligations pursuant to this Section 2.10(b) unless after the prepayment in full of the Revolving Credit Loans are paid in full, Cash Collateralize Advances and Unreimbursed Amounts the Outstanding Amount of Revolving Credit Advances and Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result denominated in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCurrencies.

Mandatory. In (i) If the eventBorrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and on each occasion(z) in the case of any Disposition not covered by clause (y) above, that during the Relief Period a Commitment Reduction so long as no Default or Event occurs (after giving effect to any reinvestment periodof Default then exists, and regardless of whether if the Borrower is permitted states in its notice of such event that the Borrower or the relevant Subsidiary intends to retain any or all reinvest, within ninety (90) days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds thereof pursuant to the application extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of Section 2.05(b)(iv))such 90-day period, the Borrower shallshall notify the Administrative Agent whether the Borrower or such Subsidiary has reinvested such Net Cash Proceeds in such similar assets, on or prior to the Business Day (x) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (y) any other Commitment Reduction Event occurs, give notice thereof, and of the Commitment Reduction Amount with respect theretoand, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Credit. If the Administrative AgentAgent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. Promptly (and in any event not later than the next succeeding Business Day) after receiving such noticeSo long as no Default or Event of Default exists, the Administrative Agent shall reduce is authorized to disburse amounts representing such proceeds from the Aggregate Revolving Credit Commitment by an amount equal Collateral Account to such Commitment Reduction Amount. In connection with each such reduction, the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by at the Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property.

Mandatory. The Trustee shall on any Determination Date immediately give notice of a Mandatory Redemption of all the Outstanding Notes if (i) on the preceding Determination Date, the Collateral Value Ratio was determined to be less than or equal to the Mandatory Redemption Level as of the last day of the second preceding Determination Period and the Company has not caused the Collateral Value Ratio to be increased above the Mandatory Redemption Level by substitution of Receivables or depositing cash into the Collection Account; (ii) three Special Redemptions (including such current Determination Date) are required within any consecutive 12-month period; or (iii) on any Determination Date (a) the aggregate Stated Value of all Ineligible Receivables which have been Ineligible Receivables for more than 30 days exceeds 7% of the Aggregate Collateral Balance and (b) the Collateral Value Ratio is less than 1.00. In the eventcase of clause (i) above, and on each occasion, that during the Relief Period a Commitment Reduction Event occurs (after giving effect to any reinvestment period, and regardless payment of whether the Borrower is permitted to retain any or all of such Net Cash Proceeds thereof principal pursuant to the application Mandatory Redemption will be due on the Payment Date following the Determination Date next succeeding such notice of Section 2.05(b)(iv))a Mandatory Redemption, and in the Borrower shall, on or prior to the Business Day case of clauses (xii) the related prepayment is made (or, if not made, is required to be made) with respect to a Commitment Reduction Event described in clause (a) of the definition of “Commitment Reduction Amount” or (yiii) any other Commitment Reduction Event occursabove, give notice thereof, and of such payment will be due on the Commitment Reduction Amount with respect theretoPayment Date next succeeding such notice. Such redemption will be at the Redemption Price for a Mandatory Redemption. Any Mandatory Redemption will be paid, to the Administrative Agent. Promptly (extent of funds available in the Collection Account and the Distribution Account, to the Noteholders in any event not later than the next succeeding Business Day) after receiving proportion that the Note Principal Balance of each Note to be redeemed bears to the Outstanding Note Principal Balance; provided, that if funds available on such noticePayment Date in the Collection Account and the Distribution Account are insufficient therefor, payment of a Mandatory Redemption may include funds on deposit in the Reserve Fund, provided, further, that the aggregate of funds available on such Payment Date in the Collection Account, the Administrative Agent shall reduce Distribution Account and the Aggregate Revolving Credit Commitment by an amount equal Reserve Fund are sufficient to such Commitment Reduction Amount. In connection with each such reduction, pay in full the Borrower shall be required to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit to the extent that any such reduction of the Aggregate Revolving Credit Commitment would result in the Total Revolving Outstandings exceeding the Aggregate Revolving Credit Commitment (as so reduced), including any costs or expenses pursuant to Section 3.05. If, after giving effect to any such reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Relief Period Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerOutstanding Note Principal Balance.