Common use of Mandatory Clause in Contracts

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If In case of receipt by any Loan Party or any of its Subsidiaries (xother than any Non-Recourse Subsidiary or Immaterial Subsidiary) Disposes of any property in a Net Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or Proceeds, within thirty (y30) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% days after receipt of such Net Cash Proceeds immediately upon receipt thereof by Disposition Proceeds, such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under Loan Party shall deliver a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company written notice to the Administrative Agent on confirming whether it will, or prior to will cause such Subsidiary to: (A) apply such Net Disposition Proceeds within a twelve (12) month period after the date receipt of such Disposition)Net Disposition Proceeds to prepay the Loans, and so long as no Default shall have occurred and be continuingor repurchase, repay, redeem or prepay Indebtedness of any Loan Party or any Subsidiary thereof, in which case, such Loan Party or such Subsidiary may reinvest all or any portion of shall (and the Loan Parties shall cause such Subsidiaries to) apply such Net Cash Disposition Proceeds in operating assets so long as accordance with the foregoing within 270 days the period referred to herein; or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18B) months invest such Net Disposition Proceeds within a twelve (12)-month period after the receipt of such Net Cash Disposition Proceeds (which period may be extended for up to six (6) months thereafter if such Loan Party or such Subsidiary has entered into binding commitments with respect thereto with an unaffiliated third party) in assets of the general type used by the Loan Parties and their Subsidiaries in their line of business, in which case, such Loan Party or such Subsidiary shall (and the Loan Parties shall cause such Subsidiaries to) apply such Net Disposition Proceeds in accordance with the foregoing within the period referred to herein, provided that in the event the relevant Loan Party fails to deliver such notice in the relevant period set forth in clause (b)(i) above, such Loan Party shall apply, or cause the relevant Subsidiary to apply, such Net Disposition Proceeds to prepay the Loans, or repurchase, repay, redeem or prepay Indebtedness of any Loan Party or any Subsidiary thereof within the twelve (12) months after receipt of such Net Disposition Proceeds. (ii) In case of receipt by any Loan Party or any of its Subsidiaries (other than any Non-Recourse Subsidiary or Immaterial Subsidiary) of any Net Debt Incurrence Proceeds, such purchase Loan Party shall, or shall have been consummated cause such Subsidiary to, prepay the Loans, or repurchase, repay, redeem or prepay Indebtedness of such Loan Party or such Subsidiary (as certified by the Company in writing and, to the Administrative Agentextent provided herein, Cash Collateralize L/C Obligations); and provided further, howeverat the election of such Loan Party or such Subsidiary, that any on the fifth (5th) Business Day succeeding the day of receipt of such Net Cash Debt Incurrence Proceeds not so reinvested shall be immediately applied by such Loan Party or such Subsidiary, in an amount equal to the prepayment (with a corresponding commitment reduction) such Net Debt Incurrence Proceeds. Prepayments of the Loans as set forth made pursuant to this clause (ii) shall be applied in this accordance with Section 2.05(b)(i2.04(b)(iv). (iiiii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Facility at such time, the Company Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiiv) Prepayments made pursuant to this Section 2.05(b)2.04(b) shall be applied, first, shall to the New Loans held by all New Lenders in accordance with their Applicable Percentages (allocated to principal repayment installments thereof as set forth in the applicable Joinder Agreement) (other than in the case of a prepayment pursuant to Section 2.04(b)(iii), in which case such prepayment will be applied ratably first to the following clause second (and shall not be applied to clause first)), second, to the L/C Borrowings and the Swing Line LoansBorrowings, secondthird, shall be applied ratably to the outstanding LoansLoans and New Loans held by all Lenders and New Lenders, respectively, in accordance with their Applicable Percentages, and, thirdfourth, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Lenders, as applicable. Amounts to be applied pursuant to this Section 2.04(b) to the mandatory prepayment of New Loans, Refinancing Loans and Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any amounts remaining after such application shall be applied to prepay Eurodollar Rate Loans.

Mandatory. (i) If any Loan Party Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(b), (c), (d), (e) or (g)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iivi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may retain and reinvest all or any portion of such Net Cash Proceeds in an aggregate amount not to exceed $3,000,000 during the term of this Agreement in operating assets so long as as, in each case, within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (ii) If for Upon the incurrence or issuance by the Borrower or any reason the Total Outstandings at of its Subsidiaries of any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the L/C Borrowings) in Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such excessSubsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Prepayments made pursuant Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), firstin an aggregate principal amount in excess of $3,000,000 during the term of this Agreement, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(bclauses (vi) and (ix) below). Upon ; provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the drawing election of any Letter the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of Credit that has been Cash Collateralizedreceipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the funds held as Cash Collateral Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse prepayment of the L/C Issuer or the Lenders, Loans as applicableset forth in this Section 2.05(b)(v).

Mandatory. So long as (i) If the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any Loan Party loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries (x) Disposes of receives any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)arising from any Debt Issuance, then the Company Borrower shall prepay the Loans hereunder in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon not later than five (5) Business Days following the receipt thereof by the Borrower or such Person (Subsidiary of such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Proceeds. The Borrower shall promptly (as notified by the Company to and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent on or prior to of the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all receipt by the Borrower or any portion Subsidiary, as applicable, of such Net Cash Proceeds in operating assets so long as within 270 days or, if and such notice shall be accompanied by a reasonably detailed calculation of the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated . Each prepayment of Loans under this clause (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reductionb) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans outstanding at such time before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the Cash Collateralization 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelyInterest Period applicable to it, the “Reduction Amount”) may be retained by Borrower shall pay any amounts due to the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount Lenders as set forth in a result thereof pursuant to Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable2.17.

Mandatory. (i) If any Loan Party or any of its Domestic Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Lead Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, either (x) such purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) [Intentionally Omitted]. (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof first, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment), third, to the Maturity Date installment and fourth, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrowers shall not be obligated to make such prepayment. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, in either such case, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business, and the Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (ix) Notwithstanding any other provisions of this Section 2.05(b), to the extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis.

Mandatory. (i) If any Loan Party the Company or any of its Restricted Subsidiaries (xA) Disposes of any property (other than any deemed Disposition referred to in a Disposition constituting Section 7.08(c)) or (B) suffers an Asset Sale Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company shall prepay prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to be applied as prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth in clause (ii) below), exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.04(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date receipt of such DispositionNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, such Loan Party the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) Upon an increase of the Revolving Credit Commitment or Term A-1 Loans, or both, in accordance with Section 2.13 or upon the establishment of the Incremental Term Facility in accordance with Section 2.14, the Company shall immediately prepay, in full, the Outstanding Amount of all Term A-2 Loans together with all accrued but unpaid interest to the date of such prepayment. (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) (other than pursuant to clause (iii) of this Section 2.04(b)) shall be applied, first, ratably to each of the Term Facilities and to the principal repayment installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.04(b). (v) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $50,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Loans exceeds $50,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article V, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(b), Section 8.01(g) or Section 8.01(h), or an Event of Default during any such deferral period, the Company shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Company and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (v)) but which have not previously been so applied. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company shall immediately prepay Loans, Swing Line Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a or assets (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) through Section 7.05(i)) which results in the realization by such Person of Net Cash Proceeds or (y) such Loan Party receives proceeds of casualty Net Cash Proceeds from insurance or condemnation awards (or payments in lieu thereof)proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds in excess of $250,000 per occurrence or $1,000,000 (in the aggregate for such Net Cash Proceeds received from and after the Restatement Effective Date) upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.05(b)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or receipt of insurance or condemnation proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party may reinvest all or any portion of such Net Cash Proceeds in assets used or useful in the business so long as within 180 days (or within 365 days if the applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (in each case, as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom in excess of $250,000 per occurrence or $1,000,000 (in the aggregate for such Net Cash Proceeds received from and after the Restatement Effective Date) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(iii), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of receipt of such DispositionNet Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business so long as within 270 180 days or, (or within 365 days if the Consolidated Leverage Ratio is less than 3.50, eighteen (18applicable Loan Party has entered into a binding contract for reinvestment within 180 days of receipt of such proceeds) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (in each case, as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(iii). (iiiv) [Intentionally omitted]. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility (and the principal installments thereof on a pro rata basis) and second to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b) (without a reduction of the aggregate commitments thereunder). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (A) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 and (B) paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (viii) Amounts to be applied as provided in this Section 2.05(b) to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Rate Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans to prepay Eurodollar Rate Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.05(b). The Prepayment Accounts shall not bear interest. If the maturity of the Loans has been accelerated pursuant Section 8.02, the Administrative Agent may, in its sole discretion, apply such funds to satisfy any of the Obligations in accordance with Section 8.03. The Borrower hereby pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties and to secure the Obligations, each Prepayment Account so established.

Mandatory. (i) If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility then in effect, the Borrowers shall promptly prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant hereto unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Collateral shall be subject to reduction in accordance with Section 2.16. (ii) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Global Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Global Revolving Credit Facility then in effect. (iii) If, within five (5) Business Days following any Disposition of property by any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization permitted by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofSection 7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such Disposition, is greater than 4.00 to 1.00, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 10075% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiv) below); provided, however, provided that, with respect to any so long as no Specified Event of Default shall have occurred and be continuing, such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent on or prior Agent) to the date extent the Company or any of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest the Subsidiaries reinvests all or any portion of such Net Cash Proceeds in operating assets so long as within 270 three hundred sixty four (364) days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash ProceedsProceeds (or, such purchase shall have been consummated (as certified by to the extent that the Company in writing or applicable Subsidiary enters into a binding commitment to the Administrative Agent); and provided further, however, that any reinvest such Net Cash Proceeds within three hundred sixty four (364) days, within one hundred eighty (180) days after the expiration of such initial three hundred sixty four (364) day reinvestment period); provided that if such Net Cash Proceeds shall have not been so reinvested within the applicable timeframe above, such Net Cash Proceeds shall be immediately promptly applied to the prepayment (with a corresponding commitment reduction) of prepay the Loans as set forth in this Section 2.05(b)(i)clause (iv) below. (iiiv) If for any reason All prepayments of the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to contemplated by this Section 2.05(b), first, ) shall be applied ratably to the L/C Borrowings and principal repayment installments of the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the Term Loans in direct order of maturity. The amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations Term Loans, in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Loan Parties for use in the ordinary course of its their business. (v) Notwithstanding any of the other provisions of clause (iii) of this Section 2.05(b), so long as no Specified Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (iii) of this Section 2.05(b), the Aggregate Commitments shall aggregate amount of Net Cash Proceeds required by such clause to be automatically applied to prepay Loans on such date is less than or equal to $10,000,000, the Company may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $10,000,000. During such deferral period the Company may apply all or any part of such aggregate amount to prepay Revolving Loans and permanently reduced by may, subject to the Reduction Amount as fulfillment of the applicable conditions set forth in Section 2.06(b). Upon Article IV, reborrow such amounts (which amounts, to the drawing of any Letter of Credit that has been extent originally constituting Net Cash CollateralizedProceeds, the funds held as Cash Collateral shall be applied (without any further action deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.this Section 2.05

Mandatory. (i) If any Loan Party (1) the Borrower or any of its Subsidiaries (x) Disposes of any property pursuant to Section 7.05(g) or (2) any Casualty Event occurs, in a Disposition constituting an Asset Sale either case, which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments in lieu thereof)$35,000,000, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Person; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such DispositionDisposition or Casualty Event), and so long as no Default shall have occurred and be continuingcontinuing at the time of such Disposition or Casualty Event, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long (i) as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen twelve (1812) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (2) if a definitive agreement to so reinvest has been executed within such twelve (12) month period, then such reinvestment shall have been consummated within eighteen (18) months after receipt of such Net Cash Proceeds (in each case, as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term A Loans as set forth in this Section 2.05(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary. (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Term A Loan to the principal repayment installments thereof in direct order of maturity to the next four principal repayment installments thereof and, thereafter, to the remaining principal repayment installments (including any installment on the Maturity Date) thereof in direct order of maturity. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timethen in effect, the Company Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (ii) If the Borrower or any of its Subsidiaries Disposes of any property under Section 7.05(g) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall use the Net Cash Proceeds to eliminate any Borrowing Base Deficiency resulting from such sale; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets (with equal or greater aggregate Attributed Value) within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person (with equal or greater aggregate Attributed Value) within 180 days from the date of receipt thereof. (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below). (iv) Prepayments of the Total Outstandings made pursuant to this Section 2.05(b2.06(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If The Revolving Facility shall be automatically and permanently reduced by an amount equal to $50,000,000 (provided, that, in no event shall the Revolving Facility be reduced to less than $150,000,000) (such reduction of the Revolving Facility, to the extent it occurs, a “Revolving Facility Reduction Event”) on the earliest to occur of (A) the date of the Disposition of the Corporate Headquarters, (B) the date of receipt by any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds from an Involuntary Disposition of casualty insurance or condemnation awards (or payments the Corporate Headquarters in lieu thereof), the Company shall prepay an aggregate principal amount in excess of Loans equal $5,000,000 to 100% of the extent such Net Cash Proceeds immediately upon receipt thereof are not reinvested in assets (excluding current assets as classified by such Person (such prepayments to be applied as set forth GAAP) that are useful in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election business of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), Borrower and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as its Subsidiaries within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after of the receipt date of such Net Cash Proceeds, such purchase shall have been consummated Involuntary Disposition (as certified by the Company in writing to the Administrative Agent); and provided further, however, it being understood that any such Net Cash Proceeds not so reinvested shall be deemed to have been received on the Business Day immediately applied following the expiration of such eighteen (18) month period), and (C) the date that is the first anniversary of the Closing Date (the “Mortgage Notice Date”); provided, that, in the case of this clause (C), if the Borrower has delivered written notice to the prepayment Lender electing to grant a Mortgage (with a corresponding commitment reductionsubject to Permitted Liens) in the Corporate Headquarters in favor of the Loans as set forth in Lender for the benefit of the Secured Parties to secure the Secured Obligations (the “Collateral Notice”) on or prior to the Mortgage Notice Date, the Revolving Facility shall not be reduced pursuant to this Section 2.05(b)(i)2.05(b)(i)(C) so long as the Borrower shall have, on or prior to the date that is ninety (90) days (or such extended period of time as agreed to by the Lender in its reasonable discretion) after the Mortgage Notice Date, provided to the Lender a Mortgage and such Mortgaged Property Support Documents as the Lender may request to cause the Corporate Headquarters to be subject at all times to a Mortgage (subject to Permitted Liens) in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations. For the avoidance of doubt, the automatic and permanent reduction in the Revolving Facility on the dates contemplated in clauses (A) and (B) above shall occur at any time such Disposition occurs or such Net Cash Proceeds are received, as applicable, whether prior to or after the date the Borrower delivers the Collateral Notice and/or the a Mortgage and Mortgaged Property Support Documents for the Corporate Headquarters pursuant to clause (C) above. (ii) If for after giving effect to any reason reduction or termination of the Total Outstandings at any time exceed Revolving Facility under this Section 2.05, the Aggregate Commitments Letter of Credit Sublimit exceeds the Revolving Facility at such time, the Company Letter of Credit Sublimit, as the case may be, shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize be automatically reduced by the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to of such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (xother than Agway Subsidiaries or Inactive Subsidiaries) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiii) and (v) below); provided, however, thatthat (A) the first $15,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i), and (with B) if a corresponding commitment reduction) Default has occurred and is continuing at any time that a Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at At any time exceed in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations account of any Loan Party or any of its Subsidiaries (other than the L/C BorrowingsAgway Subsidiaries or Inactive Subsidiaries), and not otherwise included in clause (i) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.2.05

Mandatory. (i) If any Loan Party the Company or any of its Restricted Subsidiaries (xA) Disposes of any property (other than any deemed Disposition referred to in a Disposition constituting Section 7.08(c)) or (B) suffers an Asset Sale Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds or Proceeds, the Borrower shall prepay (y) receives proceeds or, in the case of casualty insurance or condemnation awards (or payments in lieu thereofthe Incremental Term Facility, if any, offer to purchase at par), the Company shall prepay immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to be applied as prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth in clause (ii) below), exceeds $150,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date receipt of such DispositionNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, such Loan Party the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.15), the Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of a Significant Company, but subject to Section 2.04(b)(vii), the Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro-rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the relevant L/C Issuer or the Revolving Credit Lenders, as applicable. (vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Incremental Term Loans held by such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Incremental Term Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).

Mandatory. (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(m), (s), (u) and (v)) or (2) any Casualty Event occurs, that results in the realization or receipt by Parent or such Restricted Subsidiary of Net Proceeds in excess of $10 million, the Borrowers shall cause to be prepaid on or prior to the date which is ten (10) Business 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 (or 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 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 (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (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 the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or 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 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 no prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such 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 to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby. (ii) If any Loan Party or any Restricted Subsidiary of its Subsidiaries a Loan Party incurs or issues any Indebtedness after the Closing Date (x) Disposes of any property in a Disposition constituting an Asset Sale which results other than, in the realization by such Person case of Net Cash Proceeds Parent or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofany Restricted Subsidiary, Indebtedness not prohibited under Section 7.02), including Credit Agreement Refinancing Indebtedness, the Company Borrowers shall prepay cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent received therefrom on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, which is five (5) Business Days after the receipt by such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (iiiii) If for any reason the Total Outstandings aggregate Revolving Credit Exposures at any time exceed exceeds the Aggregate aggregate Revolving Credit Commitments at such timethen in effect, the Company Borrowers shall immediately promptly prepay Loans, or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiiv) Prepayments made Each prepayment of Term Loans pursuant to this Section 2.05(b)) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (provided, first, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied ratably solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (v) of this Section 2.05(b). (v) Parent shall notify the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash Collateralize the remaining Collateralization of L/C Obligations; ) required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the amount remaining, if any, after event giving rise to such mandatory prepayment. Each such notice shall specify the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of Parent’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction AmountDeclined Proceeds”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Parent no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Company Borrowers and/or applied for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced any purpose not otherwise prohibited by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablethis Agreement.

Mandatory. (i) If At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (xother than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiii) and (v) below); provided, however, thatthat (A) the first $25,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i), and (B) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i), and (with B) if a corresponding commitment reduction) Default has occurred and is continuing at any time that the Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at At any time exceed in which any Incremental Term Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations account of any Loan Party or any of its Subsidiaries (other than the L/C BorrowingsAgway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (i) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to of this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.2.05

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date, and thereafter, on a pro-rata basis among the remaining payments to be made on each remaining Term Loan Repayment Date, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If any Loan Party the US Borrower or any of its Subsidiaries (x) Restricted Subsidiary Disposes of any property pursuant to Section 7.05(f), 7.05(g) or 7.05(h) or any property that is not permitted to be Disposed of by the Loan Documents, in a each case, which Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (or if less, the Outstanding Amount of the Term Loans) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company US Borrower (as notified by the Company US Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company US Borrower in writing to the Administrative Agent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as a permitted application of such Net Cash Proceeds so long as such Net Cash Proceeds shall have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Each prepayment of Term Loans pursuant to Section 2.05(b)(i) shall be applied ratably to the Term Aggregate Commitments. (iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit Aggregate Commitments and (B) the Revolving Credit Availability Amount at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant . The Administrative Agent may, at any time and from time to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum initial deposit of such prepayment amountsCash Collateral, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit request that has been Cash Collateralized, the funds held as additional Cash Collateral shall be applied (without any further action by or notice provided in order to or from protect against the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableresults of exchange rate fluctuations.

Mandatory. (i) If Upon any Loan Party Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries (x) Disposes in respect of any its property in a Disposition constituting an Asset Sale which results in or assets, after the realization by such Person first $20,000,000 of Net Cash Proceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or (y) receives proceeds series of casualty insurance or condemnation awards (or payments in lieu thereof)related events, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon received therefrom within three Business Days after the date of receipt thereof by the Borrower or such Person (such prepayments Subsidiary subject to be applied as set forth in clause (ii) belowthe provisions of Section 2.05(b)(iv); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such Loan Party intention to the Administrative Agent on or such Subsidiary may reinvest all or any portion of prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the Borrower shall have delivered such notice, the Net Cash Proceeds in operating assets thereof may be reinvested so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds, and (C) on the date the Borrower consummates such purchase restoration, repair or replacement or purchase, it shall have been consummated (as certified by the Company in writing deliver a certificate of a Responsible Officer to the Administrative AgentAgent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); and provided further, however, further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)2.05. (ii) If for any reason Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Total Outstandings at any time exceed the Aggregate Commitments at such timeTerm A Facility and, if applicable, the Company shall immediately prepay LoansIncremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, Swing Line Loans and L/C Borrowings and/or Cash Collateralize thereafter, to the L/C Obligations Revolving Credit Facility in the manner set forth in clause (other than the L/C Borrowingsiii) in an aggregate amount equal to such excessof this Section 2.05(b). (iii) Prepayments of the Revolving Credit Facility made pursuant to clause (i) of this Section 2.05(b), first, shall be applied ratably to the prepay L/C Borrowings and the Swing Line Loansoutstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied ratably to the prepay Swing Line Loans outstanding Loansat such time until all such Swing Line Loans are paid in full, and, third, shall be used applied to Cash Collateralize prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the remaining L/C Obligations; and case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Loans and L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountstime, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that Credit, which has been Cash Collateralized, the such funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (iv) Notwithstanding the provisions of Section 2.05(b)(i), if any mandatory prepayments under Section 2.05(b)(i) would result in the Borrower incurring any obligation (as determined in the reasonable judgment of the Borrower) under Section 3.05 as a result of any such mandatory prepayment of Eurodollar Loans prior to the last day of an Interest Period, so long as no Default has occurred and is continuing, the Borrower may defer the making of such mandatory prepayment until the earlier of (A) the last day of such Interest Period and (B) the date thirty days after the date on which such mandatory prepayment would otherwise have been required to be made.

Mandatory. (i) If any Loan Relevant Party or makes any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately promptly after receipt (or if the Borrower in good faith intends to use such Net Cash Proceeds to acquire, improve or maintain Pipeline Assets, Real Property or Easements related to Pipeline Assets, capital assets to be used in any line of business not prohibited by Section 7.07 or for other uses reasonably acceptable to the Administrative Agent, then on or before the 360th day after such Asset Sale to the extent that, within such 360 day period, the Relevant Parties have not used such Net Cash Proceeds for such purpose; provided, that prepayment shall be required with such Net Cash Proceeds promptly after any earlier date on which the Borrower has determined not to use such Net Cash Proceeds for any such purpose) (all such prepayments to be applied as set forth in clause (v) below). (ii) Upon the issuance or incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted under Section 7.02), and upon receipt thereof by of the Net Cash Proceeds thereof, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Person Net Cash Proceeds (such prepayments to be applied as set forth in clause (iiv) below); provided. (iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Relevant Party, howeverand not otherwise included in clause (i) or (ii) of this Section 2.04(b), that, with respect the Borrower shall prepay an aggregate principal amount of Loans equal to any 100% of all Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company received therefrom promptly upon receipt thereof by such Relevant Party (as notified by the Company such prepayments to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(iclause (v) below). (iiiv) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timeCommitments, the Company Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans and L/C Borrowings, the Total Outstandings exceed the Aggregate Commitments then in effect. (iiiv) Prepayments of the Loans made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Swingline Borrowings, third, shall be applied ratably to the outstanding Base Rate Loans (other than the Swingline Loans), fourth, shall be applied ratably to the outstanding Eurodollar Rate Loans, and, thirdand fifth, shall be used to Cash Collateralize the remaining L/C Obligations; provided that, in the case of prepayments of the Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), such Cash Collateralization shall only be required if an Event of Default has occurred and is continuing,; and, in the case of prepayments of the Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and and, if applicable, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsfull, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable; provided, however, that if an Event of Default no longer exists, any Cash Collateral required under this Section 2.04(b) shall be released to the Borrower. Prepayments made pursuant to this Section 2.04(b) shall not result in a permanent reduction of the Commitments.

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the The Company shall prepay the Committed Loans as hereinafter provided in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds immediately upon receipt thereof by with respect to such Person (such prepayments to be applied as set forth in clause (ii) below)Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in clause (a) of such definition, so long as no Default shall have occurred and be continuing and such casualty occurs prior to November 17, 2026, all or any portion of such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent on or prior Agent) to the date of such Disposition), and so long as no Default shall have occurred and be continuing, extent such Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Subsidiary may reinvest all or any portion Collateral within 180 days after the receipt of such Net Cash Proceeds in operating assets so long as within 270 days (or, if the Consolidated Leverage Ratio is less than 3.50a commitment for such reinvestment has been made within such 180 day period, eighteen (18) months within 360 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any if such Net Cash Proceeds shall have not been so reinvested shall be immediately applied to prepay the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Committed Loans. (ii) The Company shall prepay the Committed Loans in connection with a Property Substitution or Prepayment Release in the amounts, and to the extent required, pursuant to Section 2.19. (iii) If for any reason the Total Outstandings Outstanding Amount of all Revolving Loans at any time exceed exceeds the Aggregate Revolving Commitments at such timethen in effect, the Company shall immediately prepay Loans, Swing Line Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiiv) Prepayments made With respect to any Mortgaged Property for which an “as completed” valuation was obtained in calculating the Initial Appraised Value, to the extent a lesser appraised value is given to such Mortgaged Property in accordance with the definition of “Initial Appraised Value”, the Company shall prepay the Committed Loans in an amount equal to 80% of such difference, as reasonably determined by the Administrative Agent and stated in writing to the Company; provided that the amount of such prepayment shall not exceed an amount such that, after giving effect to such adjustment of the Initial Appraised Value of the applicable Mortgaged Property, the Aggregate Outstanding Loan Value (after giving effect to such prepayment amount, if any) does not exceed the Aggregate Loan Cap in effect at such time. (v) Each prepayment of Loans pursuant to clauses (i) and (iv) of this Section 2.05(b)) shall be applied, first, shall be applied ratably to the L/C Borrowings remaining principal repayment installments of the Term Loans and, if applicable, the Incremental Term Loan (in each case, including any payment due on the Maturity Date) in inverse order of maturity, and the Swing Line Loans, second, shall be applied ratably to outstanding Revolving Loans (with a corresponding reduction of the outstanding LoansRevolving Commitments in such amount, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and regardless of the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and time). Each prepayment of Loans pursuant to clause (ii) of this Section 2.05(b) shall be applied, first, ratably to the Cash Collateralization remaining principal repayment installments of the remaining L/C Obligations in full (the sum of such prepayment amountsTerm Loans and, cash collateralization amounts and remaining amount being, collectivelyif applicable, the “Reduction Amount”Incremental Term Loan (in each case, including any payment due on the Maturity Date) may be retained by the Company for use in the ordinary course of its businesson a pro rata basis, and second, to outstanding Revolving Loans (with a corresponding reduction of the Aggregate Revolving Commitments shall be automatically and permanently reduced by in such amount, regardless of the Reduction Amount as set forth in Section 2.06(bamount of Revolving Loans outstanding at such time). Upon the drawing Each prepayment of any Letter Loans pursuant to clause (iii) of Credit that has been Cash Collateralized, the funds held as Cash Collateral this Section 2.05(b) shall be applied (to repay such excess Revolving Loans. All prepayments under this Section 2.05(b) shall be subject to Section 3.06, but otherwise without any further action premium or penalty, and shall be accompanied by or notice to or from interest on the Company or any other Loan Party) to reimburse principal amount prepaid through the L/C Issuer or the Lenders, as applicabledate of prepayment.

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.5(a), (b), (c), (d), (f), (g) or (h)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards $20,000,000 in the aggregate in any fiscal year unless an Event of Default has occurred and is continuing at the time of such Disposition in which case no Net Cash Proceeds shall be excluded from the mandatory prepayment requirements of this clause (or payments in lieu thereofi)), the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within 10 Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iivi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.6(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition)Borrower, and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets property useful to its business so long as the Borrower or such Subsidiary has consummated such purchase or entered into a binding contract with respect to such purchase within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such binding contract or so reinvested shall be immediately applied within 10 Business Days after such period to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.6(b)(i). (ii) If for Upon the sale or issuance by the Borrower or any reason the Total Outstandings of its Subsidiaries of any of its Capital Stock (other than Excluded Issuances and any sales or issuances of Capital Stock to another Group Member) at any time exceed the Aggregate Commitments at such timewhile an Event of Default shall have occurred and be continuing, the Company Borrower shall immediately prepay Loansan aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.2), Swing Line the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries at any time while an Event of Default shall have occurred and be continuing, and such Extraordinary Receipt is not otherwise included in clause (i), (ii) or (iii) of this Section 2.6(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 10 Business Days of receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (v) Upon the occurrence of any 2007 Convertible Notes Maturity Condition, the Borrower on November 21, 2011 shall prepay in full all of the Loans and L/C Borrowings and/or all other amounts owing under this Agreement and under any of the other Loan Documents and the Borrower shall Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess105% of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit. (iiivi) Prepayments made Each prepayment of Loans pursuant to this the provisions of Section 2.05(b), 2.6(b)(i) through (iv) above shall be applied ratably to the Term Loan Facility and to the principal repayment installments thereof on a pro-rata basis. (vii) Each prepayment of Loans pursuant to the provision of Section 2.6(v) above shall be applied first to the Term Loans and then to the Revolving Credit Facility as follows: first, shall be applied ratably to the L/C Borrowings Reimbursement Obligations and the Swing Line LoansSwingline Obligations, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelyand, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)to -0-. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer Issuing Lender or the Revolving Lenders, as applicable. (viii) If for any reason the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then in effect, the Borrower shall immediately prepay the Revolving Loans and Reimbursement Obligations in an amount equal to such excess.

Mandatory. Subject to Section 2.07(f), (i) If if any Loan Party or any of its Subsidiaries disposes of any property (other than (x) Disposes any Disposition of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in a Disposition constituting an Asset Sale which respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash Proceeds or in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofexcluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon (to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iivi) below); provided, however, that, with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)realized, at the election of either the Company US Borrower or the European Borrower (as notified by the Company such Borrower to the Administrative Agent on or prior to the date of such Dispositiondisposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by or, if the Company in writing to Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the Administrative Agentdate of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately applied subject to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company shall Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Person; provided, however, provided that, with respect to the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds realized under to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Disposition described Subsidiary of a kind then used or usable in this Section 2.05(b)(i), at the election business of the Company (as notified by the Company to the Administrative Agent on or prior to applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such Disposition)proceeds as part of a like-kind exchange under Section 1031 of the Code, and so long as no Default shall have occurred and be continuing, the potential replacement properties or assets are identified by such Loan Party Borrower or such Subsidiary may reinvest all or any portion within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in operating assets so long as within 270 days orreplacement properties or assets, if the Consolidated Leverage Ratio is less than 3.50or other productive properties or assets, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified acquired by the Company Borrower or a Guarantor of a kind then used or usable in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) business of the Loans as set forth in this Section 2.05(b)(i)applicable Person within 180 days from the date of receipt thereof.; and (ii) If for Upon the incurrence or issuance subsequent to the Closing Date by the Borrower or any reason the Total Outstandings at of its Subsidiaries of any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (b)-(k)) or the L/C Borrowingsissuance subsequent to the Closing Date by the Borrower or any of its Subsidiaries (or by any direct or indirect parent holding company of which the Borrower is a wholly-owned Subsidiary) in of any Equity Interests (other than any such issuance to the Borrower or a wholly owned Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full 100% of all L/C Borrowings and Loans outstanding at such time and the Net Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained Proceeds received therefrom immediately upon receipt thereof by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by Borrower or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch Subsidiary.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans), and thereafter, on a pro-rata basis amongto the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If The Borrower shall, not later than three Business Days after the date of receipt of the Net Cash Proceeds by the Borrower or any Loan Party of its Subsidiaries from: (A) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (xother than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv) Disposes or (v) of Section 5.02(e)); (B) the incurrence or issuance by the Borrower or any of its Subsidiaries of any property in Debt (other than Debt expressly permitted to be incurred or issued pursuant to clause (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xiii) of Section 5.02(b)); and (C) the issuance or sale by the Borrower or any Subsidiary thereof (which is or will be as a Disposition constituting an Asset Sale which results result thereof subject to the Securities Exchange Act of 1934, as amended) of any Equity Interests therein (other than (i) the issuance by the Borrower of (a) its common stock pursuant to equity incentive or benefit plans of the Borrower, (b) Equity Interests to effect any acquisition permitted under Section 5.02(f) hereof, provided that in the realization case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof are used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such Person of Net Cash Proceeds 180th day shall be applied as a prepayment as provided herein, or (yc) receives proceeds Equity Interests in connection with a redemption of casualty insurance Subordinated Debt to the extent contemplated in Section 5.02(i) and, (ii) the issuance by any Subsidiary of the Borrower of any Equity Interests therein (a) to the Borrower or condemnation awards to another Subsidiary thereof, or (b) to any other Person or payments Persons in lieu thereofan aggregate amount in any one transaction or series of related transactions not in excess of $10,000,000), the Company shall prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings equal to (x) 100% of the amount of the Net Cash Proceeds in respect of any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries referred to in subclause (b)(i)(A) above to the extent such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied have not been reinvested within the applicable reinvestment period as set forth provided in clause (ii) belowSection 5.02(e)(vi); provided, however, that, with respect to any (y) the first $200,000,000 of Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at from the election of the Company (as notified incurrence or issuance by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all Borrower or any portion of its Subsidiaries of all Debt referred to in subclause (b)(i)(B) above plus 50% of any such Net Cash Proceeds in operating assets so long as within 270 days orexcess of $200,000,000; and (z) 50% of the amount of the Net Cash Proceeds of the issuance or sale by the Borrower of any Equity Interests referred to in subclause (b)(i)(C), if and in the Consolidated Leverage Ratio is less than 3.50case of Net Cash Proceeds from the issuance or sale by any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above, eighteen (18) months after 50% of an amount equal to the receipt Borrower's Percentage of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any prepayments of Net Cash Proceeds from the issuance or sale by the Borrower or any Subsidiary of the Borrower of Equity Interests referred to in subclause (b)(i)(C) above shall not so reinvested be required if, after giving pro forma effect to such issuance or sale, the Borrower has a Leverage Ratio of less than 2.75:1.00. Each prepayment of advances required to be made pursuant to this subclause (i) shall first be immediately applied on a pro rata basis between the Term Facilities, and with respect to each Term Facility, applied on a pro rata basis against the respective principal repayment installments thereof, and thereafter applied to the prepayment (with a corresponding commitment reduction) of Revolving Credit Facility in the Loans as manner set forth in this Section 2.05(b)(i2.06(b). (ii) If for any reason The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Total Outstandings at any time exceed Revolving Credit Advances comprising part of the Aggregate Commitments at such timesame Borrowings, the Company shall immediately prepay Loans, Letter of Credit Advances and the Swing Line Loans and L/C Borrowings and/or Cash Collateralize Advances and, if applicable, deposit an amount into the L/C Obligations (other than the L/C Borrowings) in an aggregate amount Cash Collateral Account equal to the amount by which (A) the sum of (1) the aggregate principal amount of all Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances outstanding on such excessBusiness Day and (2) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Revolving Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day). (iii) Prepayments made pursuant The Borrower shall, on each Business Day, pay to this Section 2.05(b), first, shall be applied ratably to the Administrative Agent for deposit into the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice Account an amount sufficient to or from cause the Company or any other Loan Party) to reimburse aggregate amount on deposit in the L/C Issuer or Cash Collateral Account on such Business Day to equal the Lenders, as applicableamount by which (A) the aggregate Available Amount of all Letters of Credit outstanding on such Business Day exceeds (B) the Letter of Credit Facility on such Business Day (after giving effect to any permanent reduction thereof pursuant to Section 2.05 on such Business Day).

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received by the Borrower or any Subsidiary from all Dispositions (other than Permitted Transfers) and Recovery Events within 5 Business Days after the date on which the Borrower or such Subsidiary receives such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company that (as notified by the Company A) such prepayment shall not be required to the Administrative Agent on or prior to extent the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party Borrower or such Subsidiary may reinvest reinvests all or any portion of such Net Cash Proceeds in operating assets so long as useful in the Borrower’s or such Subsidiary’s business within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, (B) such purchase prepayment shall have been consummated (as certified by the Company in writing be required only to the Administrative Agent); and provided further, however, that any extent the aggregate Net Cash Proceeds received by the Borrower and its Subsidiaries in any fiscal year of the Borrower and not so reinvested shall be immediately applied to in the prepayment manner set forth in the foregoing clause (with A) exceed $5,000,000 and (C) in the case of any such Net Cash Proceeds received by any Subsidiary that is not a corresponding commitment reductionWholly Owned Subsidiary, only the Borrower’s pro rata share (based on the ownership of Equity Interests of such Subsidiary that are owned by the Borrower and its Wholly Owned Subsidiaries) of the Loans as set forth in Net Cash Proceeds received by such Subsidiary shall be subject to this Section 2.05(b)(i). (ii) Each prepayment of Loans pursuant to Section 2.05(b)(i) shall be applied, first, to the principal repayment installments of the Term Loan on a pro-rata basis for all such principal repayment installments, including, without limitation, the final principal repayment installment on the Maturity Date and, second, to the Revolving Facility in the manner set forth in clause (iv) of this Section 2.05(b). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. (iii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments Revolving Facility at such time, the Company Borrower shall immediately prepay Revolving Loans, Swing Line Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time. (iiiiv) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Swingline Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan PartyParty or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Lenders, as applicable. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Mandatory. (i) If (A) any Loan Party or any of its Subsidiaries (x) Disposes of any property (other than pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in a Disposition constituting an Asset Sale which the aggregate results in the realization or receipt by such Person any Loan Party of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments in lieu thereof)U.S.$20,000,000, the Company Borrower shall prepay make a prepayment in an aggregate principal amount of Loans Advances equal to the product of (I) 100% of such Net Cash Proceeds immediately upon receipt thereof by less the percentage of such Person Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such prepayments to be applied as set forth in clause net percentage, the “Asset Percentage”) and (iiII) below); provided, however, that, with respect to any the Net Cash Proceeds realized under or received with respect to (y) a Disposition described Disposition, within 60 days and (z) a Casualty Event, within five Business Days, in each case, after receipt of such Net Cash Proceeds by such Loan Party; provided that, no such prepayment shall be required pursuant to this Section 2.05(b)(i)2.08(b)(i) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, at the election of the Company (as notified by the Company on or prior to such date, given written notice to the Administrative Agent on of its (or prior such Loan Party’s) reinvestment of, or written intent to the date reinvest or entry into a legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such DispositionNet Cash Proceeds (the “Reinvestment Period”) (and, in the case of any such written intent or binding commitment, the reinvestment contemplated by such written intent or binding commitment shall have been consummated within 180 days (or such longer period as requested by the Borrower and agreed by the Required Lenders following the last day of the Reinvestment Period), and ); provided that (1) so long as no an Event of Default shall have occurred and be continuing, no Loan Party shall be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that such Loan Party entered into at a time when no Event of Default is continuing) and (2) if any proceeds are not so reinvested by the deadlines specified above or if any such Subsidiary may reinvest all proceeds are no longer intended to be or cannot be so reinvested at any portion time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Advances. (ii) If for any reason The Borrower shall be required to prepay all Advances upon the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessoccurrence of a Change of Control. (iii) Prepayments made pursuant If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to this Section 2.05(b)expropriation) all or substantially all of the property or the assets of any Loan Party or of the share capital of any Loan Party, first(B) assumes custody or control of all or substantially all of the property or the assets, or of the business or operations, of any Loan Party or of the share capital of any Loan Party, (C) takes or directs any action for the dissolution or disestablishment of any Loan Party or any action that would prevent any Loan Party from carrying on all or substantially all of its business or operations or (D) takes any administrative action or enacts any law to effect any of the foregoing, then, in each case, the Borrower shall be applied ratably required to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, prepay all Advances within 45 days after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableoccurrence.

Mandatory. (i) [Reserved]. (ii) If any Loan Party of the Borrowers or any of its Subsidiaries Non-Borrower Subsidiary (xother than the Insurance Subsidiary) Disposes of any property (other than sales of inventory in a the ordinary course of business, and other than any Excluded Asset Disposition constituting an Asset Sale which and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) which, in any such case, results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately upon receipt thereof by preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Person Disposition occurred (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below, as applicable); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to no later than 45 days after the date end of the fiscal quarter during which such DispositionDisposition occurred), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary the Borrowers may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrowers so long as (A) within 270 330 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at date such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessdefinitive agreement was executed. (iii) Prepayments made Upon the occurrence of a Recovery Event with respect to the Borrowers which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $30,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period (calculated after giving effect to the proviso below) no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable); provided that, with respect to any Net Cash Proceeds realized under a Recovery Event described in this Section 2.05(b)(iii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent no later than 45 days after the end of the fiscal quarter during which such Recovery Event occurred), and so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets of the Borrowers so long as (A) within 330 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 330-day period, then such reinvestment shall have been consummated within 330 days after the date such definitive agreement was executed. (iv) Upon the incurrence or issuance by the Borrowers of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrowers (such prepayments to be applied as set forth in clauses (v) and (viii) below, as applicable). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof as directed by the Borrowers and specified in the notice of prepayment, (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity) and, second, to the Revolving Credit Facility without any reduction of the Revolving Credit Commitments in the manner set forth in clause (viii) of this Section 2.05(b). Subject to Section 2.18 and clause (vi) below, first, such prepayments shall be applied ratably paid to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment Lenders in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization accordance with their respective Applicable Percentages in respect of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablerelevant Facilities.

Mandatory. (i) If any Loan Party Within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Asset Sale or series of related Asset Sales permitted by Section 8.01(d), (k), (l) or (m), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (other than Section 8.05(i)) (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in an aggregate amount equal to 100% of such Net Available Proceeds (with any prepayments of the Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) Disposes within 365 days following the date of any property in a Disposition constituting an receipt of such Net Available Proceeds of such Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of casualty insurance or condemnation awards the 365-day period referred to in preceding clause (or payments in lieu thereofx), within 180 days after the Company end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall be immediately applied to the prepayment of the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (ii) Within five days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Available Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiv) and (vi) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that, with respect to any Net Cash Available Proceeds realized under a Disposition described in this Section 2.05(b)(i)with respect to any such Casualty Event, (A) at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within ten days following the date of receipt of such DispositionNet Available Proceeds of such Casualty Event), the Borrower and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Available Proceeds in operating the replacement or restoration of any properties or assets so long as in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 270 365 days or, if following the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the date of receipt of such Net Cash ProceedsAvailable Proceeds of such Casualty Event or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent)365-day period; and provided further, however, that any Net Cash Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided, however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iiiv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term Loans, to the principal repayment installments thereof in forward order of maturity and (y) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term Facility on or prior to the first anniversary of the Closing Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by the payment of the fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments Revolving Facility at such time, the Company Borrower shall immediately prepay Loans, Swing Line Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivi) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and , and, in the case of prepayments of the Revolving Facility required pursuant to clauses (i), (ii) or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its their business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable.

Mandatory. (i) If The Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) the sale, lease, transfer or other disposition including any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (other than (w) any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions and (x) Disposes any sale, lease transfer or other disposition of any property in a Disposition constituting an Asset Sale which results in assets the realization by such Person of Net Cash Proceeds of which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted to be incurred or issued pursuant to Section 5.02(b), but including the Net Cash Proceeds from the issuance of Senior Notes in excess of the amount of such Net Cash Proceeds required to repay the Bridge Loan Facility), and (C) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A) or (yB) receives proceeds above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of casualty insurance or condemnation awards (or payments in lieu thereofthe business within 18 months of receipt of such proceeds), the Company shall prepay an aggregate principal amount of Loans equal to 100% the Term Loan Advances comprising part of such Net Cash Proceeds immediately upon receipt thereof by such Person the same Term Loan (such prepayments with application to be applied as set forth made in accordance with clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company an aggregate amount equal to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt amount of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, however, that with respect to any payment referred to in clause (A) above, the Net Cash Proceeds not so reinvested shall be immediately applied to from the prepayment sale of Collateral (with a corresponding commitment reduction) of the Loans other than as set forth in this Section 2.05(b)(iclauses (i), (ii), (iii) or (iv) of the definition of Certain Permitted Dispositions) in which the lenders under the Revolving Credit Facility have a prior lien shall first be applied to repay advances, if any, under the Revolving Credit Facility. (ii) If for All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such prepayment on the principal amount prepaid, together with any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made amounts owing pursuant to this Section 2.05(b), first, 8.04 and shall be applied ratably to each remaining scheduled repayment of the L/C Borrowings Term Loan Advances. If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.05(b) would be made on a day other than the last day of the applicable Interest Period thereon, each Borrower may direct the Administrative Agent to (and if so directed, the Swing Line Loans, second, Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at which time the Administrative Agent shall be applied ratably apply the amount of such payment to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amountsTerm Loan Advances; provided, cash collateralization amounts and remaining amount beinghowever, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments that such Term Loan Advances shall be automatically and permanently reduced by the Reduction Amount continue to bear interest as set forth in Section 2.06(b). Upon 2.06 until the drawing last day of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableapplicable Interest Period therefor.

Mandatory. (i) [Reserved]. (ii) If any Loan Party or any of its Subsidiaries (x) Disposes of the Borrower or any property in a Restricted Subsidiary receives Net Proceeds from any Disposition constituting an Asset Sale by the Borrower or any Restricted Subsidiary pursuant to Section 7.05(g) or (y) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards Proceeds, the Borrower shall offer to prepay (or payments cause to be offered to be prepaid) in lieu thereof)accordance with clause (b)(vi) below, on or prior to the Company shall prepay date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) belowamount, the “Applicable Proceeds”); providedprovided that if at the time that any such prepayment would be required, however, that, the Borrower is required to offer to repurchase or make a payment with respect to any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased or required to be paid, “Other Applicable Indebtedness”) with the Net Cash Proceeds, then the Borrower may apply the Applicable Proceeds realized under on a Disposition described pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable 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, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), at the election Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of the Company (as notified by the Company Term Loans in an amount equal to the Administrative Agent Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such DispositionNet Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis to the Term Loans and Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, and so long as no Default shall have occurred and be continuingfurther, such Loan Party or such Subsidiary may reinvest all or any that (A) the portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if allocated to the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after Other Applicable Indebtedness shall not exceed the receipt amount of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing Proceeds required to be allocated to the Administrative Agent); Other Applicable Indebtedness pursuant to the terms thereof, and provided furtherthe remaining amount, howeverif any, that any of such Net Cash Proceeds not so reinvested shall be immediately allocated to the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the prepayment Term Loans in accordance with the terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (with a corresponding commitment reductioniv) of the Loans as set forth in this Section 2.05(b)(i)definition thereof. (iiiv) If for any reason the Total Outstandings aggregate Revolving Credit Exposures at any time exceed exceeds the Aggregate aggregate Revolving Credit Commitments at such timethen in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Company Borrower shall immediately promptly prepay Loans, or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made ; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.05(b)(iv) unless after the prepayment in full of all L/C Borrowings the Revolving Credit Loans and Swing Line Loans outstanding at such time aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (v) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied as between series, Classes or tranches of Term Loans as directed by the Borrower (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans and (iii) other than set forth in clauses (i) or (ii) above (in the Cash Collateralization case of clause (ii), solely to the extent that the portion of the remaining L/C Obligations Net Proceeds otherwise due to be applied to such Incremental Term Loans are applied to repay the other Term Loans), any prepayment of Term Loans pursuant to this Section 2.05(b) may not be directed to a later maturing series, Class or tranche without at least a pro rata prepayment of any related earlier maturing series, Class or tranche); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (ii) and (iii) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in full direct order of maturity (without premium or penalty), unless otherwise directed by the sum Borrower; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (ii) and (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, (or such shorter time as the “Reduction Amount”) Administrative Agent may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(bagree). Upon Each such notice shall specify the drawing date of any Letter such prepayment and provide a reasonably detailed calculation of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice to or from and of such Appropriate Lender’s Pro Rata Share of the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) If The Borrowers shall, on the Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Subsidiaries, the Company shall prepay an aggregate principal amount of Loans the Advances equal to 100% such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds immediately upon receipt thereof (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the Borrowers shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent such prepayment is not required under clause (B), (C), (D) or (E) of this proviso), (B) to the extent the aggregate amount of all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Subsidiaries shall exceed $10,000,000, only 75% of such Person (such prepayments excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, (D) in the case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder and (E) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the ▇▇▇▇▇▇▇ Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “▇▇▇▇▇▇▇ Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Each such prepayment shall be applied first ratably to the outstanding Revolving Credit Facility as set forth in clause (iiiv) below); provided, howeverand second, that, with respect to any Net Cash Proceeds realized if required under a Disposition described in this Section 2.05(b)(i2.03(g), at deposited in the election L/C Cash Collateral Account, in each case without any reduction of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Commitments. (ii) If for The Borrowers shall, on each Business Day, if applicable, prepay, in each case without any reason reduction of any Commitments, an aggregate principal amount of the Total Outstandings at any time exceed the Aggregate Commitments at such timeRevolving Credit Advances, the Company shall immediately prepay Loans, Letter of Credit Advances or the Swing Line Loans and L/C Borrowings and/or Cash Collateralize Advances or deposit an amount in the L/C Obligations (other than the L/C Borrowings) Collateral Account in an aggregate amount equal to such excessthe amount by which (A) the sum of (x) the Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances then outstanding plus (y) the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of (x) the sum of the aggregate Revolving Credit Commitments and (y) the Borrowing Base. (iii) Prepayments made pursuant The Borrowers shall, on each Business Day, if applicable, pay to this Section 2.05(b), first, shall be applied ratably to the Administrative Agent for deposit in the L/C Borrowings Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Sublimit on such Business Day. (iv) Prepayments of the Revolving Credit Facility made pursuant to clauses (i) and (ii) above and (v) below shall be first applied ratably to prepay Letter of Credit Advances and the Swing Line LoansAdvances then outstanding, secondif any, shall be until such Advances are paid in full, second applied ratably to the outstanding Loansprepay Revolving Credit Advances then outstanding, andif any, until such Advances are paid in full and third, shall be used to Cash Collateralize if required under Section 2.03(g), deposited in the remaining L/C ObligationsCash Collateral Account, in each case without any reduction of any Commitments; and and, in the case of any prepayment of the Revolving Credit Facility pursuant to clause (i) above, the amount remaining, if any, from the Revolving Credit Facility’s ratable portion of such Net Cash Proceeds after the prepayment in full of all L/C Borrowings and Loans outstanding at such time the Letter of Credit Advances, the Swing Line Advances and the Revolving Credit Advances then outstanding and any required Cash Collateralization of the remaining L/C Obligations in full (the sum Letters of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) Credit then outstanding may be retained by the Company Borrowers for use in the ordinary course of its business, their business and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)operations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the for which funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse are on deposit in the L/C Issuer Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or the Revolving Credit Lenders, as applicable. (v) If at the end of any Business Day the amount of unrestricted cash and Cash Equivalents held by the Loan Parties (other than cash and Cash Equivalents held in (x) collection, lockbox and disbursement accounts in the ordinary course of collections and disbursements, and (y) payroll accounts, trust accounts, escrow accounts or security deposits established pursuant to statutory obligations or for the payment of taxes or holding funds in trust for third parties not affiliated with the Company in the ordinary course of business or in connection with acquisitions, investments or dispositions permitted under this Agreement, deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, and reserve accounts expressly contemplated under the Plan and/or the Disclosure Statement (including, but not limited to reserves expressly contemplated under the Plan and/or Disclosure Statement for diacetyl claims and environmental claims), and escrow accounts established pursuant to contractual obligations to third parties not affiliated with the Company for casualty payments and insurance proceeds) shall exceed $20 million in the aggregate, mandatory prepayments of the Revolving Credit Advances (and Cash Collateralization of outstanding Letters of Credit) shall be required on the following Business Day in an amount necessary to eliminate such excess (net of the Loan Parties’ permitted known cash uses (for example, Senior Note and Term Facility interest payments and trade accounts payable) on the date of such prepayment and for the 2 Business Days thereafter). (vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and any additional amounts required pursuant to Section 10.04(d).

Mandatory. (i) (A) If (1) any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such DispositionNet Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, and so long as no Default on or prior to such date, the Borrower shall have occurred and be continuing, such Loan Party or such Subsidiary may given written notice to the Administrative Agent of its intention to reinvest all or any a portion of such Net Cash Proceeds in operating assets accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so long as within 270 days orrepurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if the Consolidated Leverage Ratio is less than 3.50any, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase Proceeds shall have been consummated (as certified by the Company in writing be allocated to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied Initial Term Loans in accordance with the terms hereof to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Initial Term Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than amount of prepayment of the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b), first, 2.06(b)(i) shall be applied ratably reduced accordingly and (y) to the L/C Borrowings extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the Swing Line Loans, second, shall date of such rejection) be applied ratably to prepay the outstanding Loans, and, third, shall be used to Cash Collateralize Initial Term Loans in accordance with the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.terms hereof;

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the The Company shall prepay the Committed Loans as hereinafter provided in an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds immediately upon receipt thereof by with respect to such Person (such prepayments to be applied as set forth in clause (ii) below)Involuntary Disposition; provided, however, that, with respect to an Involuntary Disposition of the type described in clause (a) of such definition, so long as no Default shall have occurred and be continuing and such casualty occurs prior to November 22, 2023, all or any portion of such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent on or prior Agent) to the date of such Disposition), and so long as no Default shall have occurred and be continuing, extent such Loan Party or such Subsidiary may reinvest all or any portion of reinvests such Net Cash Proceeds in operating assets so long as restoration or repair of the applicable loss, destruction or damage of such Collateral within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, ; provided that if such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds shall have not been so reinvested shall be immediately applied to prepay the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)Committed Loans. (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the The Company shall immediately prepay Loansthe Committed Loans in connection with a Property Substitution or Prepayment Release in the amounts, Swing Line Loans and L/C Borrowings and/or Cash Collateralize to the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal extent required, pursuant to such excessSection 2.19. (iii) Prepayments made Each prepayment of Loans pursuant to clause (i) of this Section 2.05(b), first, ) shall be applied ratably applied, to the L/C Borrowings and remaining principal repayment installments of the Swing Line Loans, second, Loans (including any payment due on the Maturity Date) in inverse order of maturity. Each prepayment of Loans pursuant to clause (ii) of this Section 2.05(b) shall be applied ratably applied, to the outstanding Loans, and, third, remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. All prepayments under this Section 2.05(b) shall be used subject to Cash Collateralize the remaining L/C Obligations; and the amount remainingSection 3.06, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessbut otherwise without premium or penalty, and the Aggregate Commitments shall be automatically and permanently reduced accompanied by interest on the Reduction Amount as set forth in Section 2.06(b). Upon principal amount prepaid through the drawing date of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) (A) If (1) any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such DispositionNet Cash Proceeds an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, and so long as no Default on or prior to such date, the Borrower shall have occurred and be continuing, such Loan Party or such Subsidiary may given written notice to the Administrative Agent of its intention to reinvest all or any a portion of such Net Cash Proceeds in operating assets accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so long as within 270 days orrepurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if the Consolidated Leverage Ratio is less than 3.50any, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase Proceeds shall have been consummated (as certified by the Company in writing be allocated to the Administrative Agent); Initial Term Loans and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied the 2022 Incremental Term B- 2 Loans on a pro rata basis in accordance with the terms hereof to the prepayment (with a corresponding commitment reduction) of the Initial Term Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason and the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay 2022 Incremental Term B-2 Loans, Swing Line as applicable, and the amount of prepayment of the Initial Term Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this Section 2.05(b), first, 2.06(b)(i) shall be applied ratably reduced accordingly and (y) to the L/C Borrowings extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Initial Term Loans and the Swing Line Loans, second, shall be applied ratably to 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligationsterms hereof; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.91

Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) – (h), (j), (k) or (l)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within 3 Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within 3 Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v). (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii),of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall prepay an aggregate principal amount of Loans equal to the Excess Cash Flow Percentage of Excess Cash Flow for the applicable Excess Cash Flow Period less the aggregate principal amount of all Loans prepaid pursuant to Section 2.05(a)(i) (provided that any such payment of the Revolving Credit Loans was accompanied by a permanent reduction in the Revolving Credit Commitment), such prepayments to be applied as set forth in clauses (v) and (vii) below. (ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(a), 7.05(b) or 7.05(c)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company Borrower (as notified pursuant to a notice in writing by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash ProceedsProceeds (or within 545 days if the applicable Loan Party has entered into a binding contract for reinvestment of such Net Cash Proceeds within 365 days of such Disposition), such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested in each case as set forth herein above, shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (pursuant to a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received (or within 545 days if the applicable Loan Party has entered into a binding contract to repair, replace or restore such property or make such reinvestment within 365 days of such receipt); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied in the following order, first, to the Term Facility and to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date arising after the applicable payment date (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Additional Term A-2 Loans), and thereafter, to the remaining payments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans), second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b), and third, to Cash Collateralize outstanding Letters of Credit. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2020, the Borrower shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of: (i) without duplication of the amounts deducted pursuant to clause (2)(c) of the definition of “Excess Cash Flow,” all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the cash amount actually paid in respect of the principal amount of such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07) of: (I) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing Date Term Loans and the 2020 Incremental Term Loans, (II) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies), (III) Revolving Loans (in each case of this clause (III), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), (IV) revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (IV) (and with respect to any revolving facility under clause (II) above), to the extent accompanied by a permanent reduction in the corresponding revolving commitments), (ii) without duplication of the amounts deducted pursuant to clause (2)(g) of the definition of Excess Cash Flow, the amount of Restricted Payments paid in cash during such period (other than Restricted Payments made pursuant to Section 7.05(2)(o)), (iii) without duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow” in prior fiscal years, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), (iv) without duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow” in prior fiscal years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property accrued or made in cash during such period, and (v) without duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow,” the aggregate Contract Consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries and any Planned Expenditures by the Borrower or any of its Restricted Subsidiaries relating to investments (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05) or similar transactions, Capital Expenditures, Restricted Payments, acquisitions of intellectual property, any scheduled payment, repurchase or redemption of Indebtedness that was permitted by the terms of this Agreement to be incurred and paid, repurchased or redeemed or permitted tax distributions (including permitted tax distributions permitted pursuant to Section 7.05(2)(n)(ii)), in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Borrower or any Restricted Subsidiary) of such aforementioned items during such following period of four consecutive fiscal quarters is less than the applicable Contract Consideration and Planned Expenditures(excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (v), the amount of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive fiscal quarters. in the case of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any payments or prepayments, repurchases or redemptions in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or, at the option of the Borrower, after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such amounts and/or payments are not funded with the proceeds of long-term Indebtedness (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $2.5 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.75 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) 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 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a). (i) If any Loan Party (I) the Borrower or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting Restricted Subsidiary makes an Asset Sale or (II) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay prepay, or cause to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(f) and (g) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Cash Proceeds immediately upon receipt thereof by that the Borrower shall have, on or prior to such Person date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (A) if at the time that any such prepayments prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), 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 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i)); and (B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied as set forth to prepay the Term Loans to the extent required in clause accordance with the terms of this Section 2.05(2)(b)(i). (ii) below); provided, however, that, With respect to any Net Proceeds realized or received with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition)its option, and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as useful for their business within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, (I) eighteen (18) months after the following receipt of such Net Cash ProceedsProceeds or (II) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a legally binding letter of intent to reinvest such Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such purchase legally binding commitment or legally binding letter of intent; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been consummated (as certified by made no earlier than the Company in writing earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); and provided further, however, further that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (f) and (g) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be immediately applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i)2.05. (c) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (c)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans as directed by the Borrower (and absent such direction, in direct order of maturity); provided that (I) such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing Term Loans), and (II) in the event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be directed to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same date (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing on the same date), and (ii) each prepayment of Term Loans required by Section 2.05(2)(c)(ii) shall be allocated to any Class or Classes of Term Loans being refinanced as directed by the Borrower and shall be applied pro rata to Term Lenders within each such Class, based upon the outstanding principal amounts owing to each such Term Lender under each such Class of Term Loans. (e) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay aggregate Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Borrowings and/or Obligations at any time exceeds the aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans and Swing Line Loans or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant ; provided that the Borrower shall not be required to this Section 2.05(b), first, shall be applied ratably to Cash Collateralize the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) [Reserved]. (ii) If any Loan Party (1) the Borrower or any of its Subsidiaries (x) Restricted Subsidiary Disposes of any property in a Disposition or assets constituting an Asset Sale Collateral pursuant to Section 7.05(i) or (2) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth offered to be prepaid in accordance with clause (iib)(vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten (10) Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the realization or such Subsidiary may reinvest all receipt by the Borrower or any portion Restricted Subsidiary of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) an aggregate principal amount of the Term Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 100.0% of all Net Proceeds received (such excessamount, the “Applicable Proceeds”). (iii) Prepayments made If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) and (ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (iv) [Reserved]. (v) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied as between series, Classes or tranches of Term Loans ratably to all outstanding Term Loans, unless otherwise as agreed by all of the Lenders of an applicable Class of Term Loans, provided that for the purposes of this clause (v), first, (i) any prepayment of any Initial Term A Loan shall be applied ratably to the L/C Borrowings and the Swing Line all Initial Term A Loans, second, (ii) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied ratably pro rata solely to each applicable Class of Refinanced Debt (it being understood that solely for this purpose the Initial Term A Loans shall be deemed to be one Class), and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the outstanding Loans, and, third, scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity (without premium or penalty); and (C) each such prepayment shall be used paid to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment Lenders in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization accordance with their respective pro rata share of the remaining L/C Obligations Class of Loans being prepaid. (vi) The Borrower shall notify the Administrative Agent in full writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the sum date of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained (or such later date as reasonably agreed by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(bAdministrative Agent). Upon Each such notice shall specify the drawing date of any Letter such prepayment and provide a reasonably detailed calculation of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or amount of such prepayment. The Administrative Agent will promptly notify each Appropriate |US-DOCS\161843207.11|| Lender of the contents of the Borrower’s prepayment notice to or from and of such Appropriate Lender’s Pro Rata Share of the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) If The Borrower shall, on the Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries (x) Disposes with respect to any sale, lease, transfer or other disposition of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds Term Facility Collateral or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)any Extraordinary Receipt, the Company shall prepay an aggregate principal amount of Loans the Advances equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below)Proceeds; provided, however, thatthat (A) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (B) with respect to any Net Cash Proceeds (that are not Extraordinary Receipts Proceeds) realized under a Disposition described in this Section 2.05(b)(i)sale, transfer or other disposition, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Dispositionsale, transfer or other disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent)consummated; and provided provided, further, however, that any Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i); and (C) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the C▇▇▇▇▇▇ Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Subsidiaries for funding the settlement fund described in the definition of “C▇▇▇▇▇▇ Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. (ii) If for Upon the incurrence or issuance by any reason the Total Outstandings at Loan Party or any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 5.02(b)), the L/C Borrowings) in Borrower shall prepay an aggregate principal amount of Advances equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such excessLoan Party or such Subsidiary. (iii) Prepayments Within five Business Days after financial statements and the related certificate of a Responsible Officer of the Borrower have been delivered pursuant to Section 5.03(c) for the Fiscal Year ended on December 31, 2012 and for each Fiscal Year thereafter, the Borrower shall (subject to the ECF Prepayment Conditions being satisfied in respect of such prepayment) prepay an aggregate principal amount of Advances equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements, minus (B) the aggregate principal amount of voluntary principal prepayments of the Advances and advances under the Revolving Facility (so long as such prepayments of advances under the Revolving Facility are accompanied by a corresponding permanent commitment reduction of the Revolving Facility) made pursuant to this Section 2.05(b), first, shall be applied ratably to 2.05(a) hereof or in accordance with the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization terms of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Revolving Facility Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the LendersAgreement, as applicablethe case may be.

Mandatory. (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2019, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (without duplication) the sum of: (A) all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the amount actually paid in respect of the principal amount of such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07)) of: (i) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing DateReplacement Term Loans, (ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies), (iii) Revolving Loans (in each case of this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), (iv) revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iv) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding revolving commitments), (B) the amount of Restricted Payments made in respect of Holdings’s or any Parent Company’s common Equity Interests (for the avoidance of doubt, other than Restricted Payments pursuant to Section 7.05(b)(14)(b)) and paid in cash during such period, except to the extent such Restricted Payments were financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (C) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of cash consideration paid by Holdings and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), (D) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property accrued or made in cash during such period, and (E) the aggregate Contract Consideration required to be paid in cash by Holdings or any of its Restricted Subsidiaries and any Planned Expenditures by Holdings or any of its Restricted Subsidiaries relating to Capital Expenditures, in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of Holdings following the end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of Holdings, the Borrower or any Restricted Subsidiary) of such Capital Expenditures during such following period of four consecutive fiscal quarters is less than the applicable Contract Consideration and Planned Expenditures (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (E), the amount of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive fiscal quarters, in the case of each of the immediately preceding clauses (A), (B), (C) and (D), made during such fiscal year (without duplication of any payments or prepayments, repurchases or redemptions in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or, at the option of the Borrower, after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $35.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.50 to 1.00 and greater than 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) 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 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a). (i) If any Loan Party or any of its Subsidiaries (x) Disposes of Holdings, the Borrower or any property in a Disposition constituting Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by Holdings or such Person Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments prepay, or cause to be applied as set forth in clause (ii) below); providedprepaid, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or such Restricted Subsidiary of such DispositionNet Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.50 to 1.00 and greater than 2.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 100%), (y) the Net Proceeds Percentage shall be 25% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.25 to 1.00 and so long as no Default greater than 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (z) the Net Proceeds Percentage shall be 0% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), 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 occurred otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be continuingallocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i)); (B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such Loan Party rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i). (ii) With respect to any Net Proceeds realized or such Subsidiary received with respect to any Asset Sale or any Casualty Event, Holdings, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as useful for their business within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, (x) eighteen (18) months after the following receipt of such Net Cash ProceedsProceeds or (y) if Holdings, the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a legally binding letter of intent to reinvest such purchase Net Proceeds within eighteen (18) months following receipt thereof, within the later of (A) eighteen (18) months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment or legally binding letter of intent; provided that the Borrower may elect to deem expenditures that otherwise would be permissible reinvestments that occur prior to receipt of such Net Proceeds to have been reinvested in accordance with the provisions of this Section 2.05(2)(b)(ii) (it being understood that such deemed expenditures shall have been consummated (as certified by made no earlier than the Company in writing earliest of notice to the Administrative Agent, execution of a definitive agreement for such Asset Sale and consummation of such Asset Sale or Casualty Event); and provided further, however, further that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be immediately applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i)2.05. (iic) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess[Reserved]. (iiid) Prepayments made If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to this Section 2.05(b7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), firstthe Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds. (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied ratably pro rata to the L/C Borrowings and the Swing Line Term Lenders within such Class of Term Loans, second, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the reduce such remaining L/C Obligationsscheduled installments of principal within such Class of Term Loans in direct order of maturity; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.provided that

Mandatory. (i) If any Loan Party Unless previously terminated, the Commitments shall (x) be reduced to $0 upon the funding of the Loans on the Closing Date and (y) automatically terminate on the Commitment Termination Date. The Company shall provide the Administrative Agent with prompt written notice of the occurrence of the Commitment Termination Date. (ii) In the event and on each occasion that (A) the Company or any of its Subsidiaries (x) Disposes of receives any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds arising from any Equity Issuance, (B) the Company or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance or (yC) the Company or any of its Subsidiaries receives proceeds any Net Cash Proceeds arising from any Asset Sale, in each case during the period commencing on the Effective Date and ending immediately prior to the termination of casualty insurance or condemnation awards all the Commitments, then (or payments in lieu thereof), i) the Company shall prepay notify the Administrative Agent promptly (and in any event within three (3) Business Days) of such receipt, which notice shall include a calculation of the amounts thereof, and (ii) the Commitments shall be automatically and permanently reduced in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon on the date of receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of its Subsidiaries of such Net Cash Proceeds (including, for the avoidance of doubt, receipt thereof into escrow in operating assets so long as within 270 days or, if accordance with the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after definition of the receipt of such term “Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent”); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably In the event and on each occasion that the Company or any of its Subsidiaries enters into any Qualifying Loan Facility during the period commencing on the Effective Date and ending immediately prior to the L/C Borrowings termination of all the Commitments, upon the effectiveness of the definitive documentation for such Qualifying Loan Facility and receipt by the Swing Line LoansAdministrative Agent of a notice from the Company that the applicable loan facility constitutes a Qualifying Loan Facility, second, which notice shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and include a calculation of the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations reduction in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelyCommitments arising therefrom, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced in an amount equal to 100% of the committed amount under such Qualifying Loan Facility, such reduction to be effective on the date of receipt by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing Administrative Agent of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch notice.

Mandatory. (i) If any Loan Party or any of its Domestic Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition)Borrowers, and so long as no Event of Default shall have occurred and be continuingcontinuing under Sections 8.01(a), (b) (solely with respect to Section 6.02(a) and Section 7.10) and (f), such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties or their Subsidiaries so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, either (x) such purchase shall have been consummated or (as certified by y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement; provided further, that the Company Lead Borrower shall notify the Administrative Agent (I) if the Borrowers do not elect to reinvest Net Cash Proceeds in writing respect of any Disposition individually in excess of $5,000,000 and (II) if the Lead Borrower delivers the notice in the preceding clause (I) to the Administrative Agent)Agent and such reinvestment is not consummated within the timelines set forth herein; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) [Intentionally Omitted]. (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (3) Business Days of receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of the Borrowers, and so long as no Event of Default shall have occurred and be continuing under Sections 8.01(a), (b) (solely with respect to Section 6.02(a) and Section 7.10) and (f), such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or their Subsidiaries or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; provided further, that the Lead Borrower shall notify the Administrative Agent (I) if the Borrowers do not elect to reinvest such Net Cash Proceeds in respect of proceeds of insurance or condemnation awards individually in excess of $5,000,000 and (II) if the Lead Borrower delivers the notice in the preceding clause (I) to the Administrative Agent and such reinvestment is not consummated within the timelines set forth herein; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, solely to the Term Facility (ratably to the Alternative Currency Term Facility and the U.S. Dollar Term Facility, or if each individual Lender holds identical Applicable Percentages of the Alternative Currency Term Facility and the U.S. Dollar Term Facility, to the Alternative Currency Term Facility and/or the U.S. Dollar Term Facility as elected by the Lead Borrower) and any applicable Incremental Tranche and, in each case, to the principal repayment installments thereof first, in direct order of maturity for the first four installments, second, pro rata to the remaining installments (excluding the Maturity Date installment) and third, to the Maturity Date installment. (vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing under Sections 8.01(a), (b) (solely with respect to Section 6.02(a) and Section 7.10) and (f), if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds received in any calendar year and required by such clause to be applied to prepay Loans on such date is less than or equal to $10,000,000, the Borrowers shall not be obligated to make such prepayment. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, in either such case, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiviii) Prepayments made [Intentionally Omitted]. (ix) Notwithstanding any other provisions of this Section 2.05(b), to the extent that the repatriation of an amount of such Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay the Loans but only so long as the repatriation of such amount of Net Cash Proceeds would result in material adverse tax consequences to Holdings and its Subsidiaries on a consolidated basis. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b), first, ) shall be applied ratably first to the L/C Borrowings and the Swing Line Base Rate Loans, second, then to Term SOFR Loans and then to Alternative Currency Loans. All prepayments under this Section 2.05(b) shall be applied ratably subject to the outstanding LoansSection 3.07, andbut otherwise without premium or penalty, third, and shall be used to Cash Collateralize accompanied by interest on the remaining L/C Obligations; and principal amount prepaid through the amount remaining, if any, after the prepayment in full date of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) [Reserved]; (ii) If any Loan Party or any of its Subsidiaries (x) Disposes of any property in pursuant to Section 7.05(f) or (p) or pursuant to a Disposition constituting an Asset Sale transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $1,000,000 in lieu thereof)any fiscal year, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iivi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 two hundred seventy (270) days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). AmericasActive:16021031.13 (iii) [Intentionally Omitted]. (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). (v) Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v). (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a pro rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b). (vii) Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) is prohibited or delayed by applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable AmericasActive:16021031.13 local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery Event would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account available foreign tax credits) with respect to such Net Cash Proceeds an amount equal to the Net Cash Proceeds so affected may be retained by the applicable Non-Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds has been received by the Borrowers (net of additional taxes that would be payable had such amounts actually been repatriated). (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding LoansRevolving Credit Loans (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (x) Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).

Mandatory. (i) (A) If (1) any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent prepaid on or prior to the date which is ten Business Days after the date of the realization or receipt of such DispositionNet Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this ‎Section 2.06(b)(i)(A) if, and so long as no Default on or prior to such date, the Borrower shall have occurred and be continuing, such Loan Party or such Subsidiary may given written notice to the Administrative Agent of its intention to reinvest all or any a portion of such Net Cash Proceeds in operating assets accordance with ‎Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so long as within 270 days orrepurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if the Consolidated Leverage Ratio is less than 3.50any, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase Proceeds shall have been consummated (as certified by the Company in writing be allocated to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied Initial Term Loans in accordance with the terms hereof to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Initial Term Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than amount of prepayment of the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b), first, ‎‎Section 2.06(b)(i) shall be applied ratably reduced accordingly and (y) to the L/C Borrowings extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the Swing Line Loans, second, shall date of such rejection) be applied ratably to prepay the outstanding Loans, and, third, shall be used to Cash Collateralize Initial Term Loans in accordance with the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.terms hereof;

Mandatory. (i) If (1) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.04 (excluding dispositions permitted by Section 7.04(v)); (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds in excess of $10 million, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received in order of application set forth in Section 2.05(b)(v) below; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is 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 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 (or any Refinancing Indebtedness in respect thereof) required to be offered to be so 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 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 the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(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 (after giving effect to any requirement that the declined amounts be offered to other holders of such Other Applicable Indebtedness), the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the 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 portion of such Net Proceeds that the Borrower 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 the Borrower to the Administrative Agent to be delivered on or prior to the date which is ten (10) Business Days after the date of receipt of the applicable Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within the timeframe contemplated thereby. (ii) If any Loan Party or any Restricted Subsidiary of its Subsidiaries a Loan Party incurs or issues any Indebtedness after the Closing Date (x) Disposes other than, in the case of the of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds Loan Party or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofany Restricted Subsidiary, Indebtedness not prohibited under Section 7.02, but including Credit Agreement Refinancing Indebtedness), the Company Borrower shall prepay cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as received therefrom, in the order of application set forth in clause (iithe Section 2.05(b)(v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, which is five (5) Business Days after the receipt by such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Proceeds. (iii) Commencing with respect to the fiscal year ending December 31, 2015 no later than ten (10) Business Days after the date on which the Borrower’s required to deliver financial statements with respect to the end of the applicable fiscal year under Section 6.01(a), the Borrower shall prepay (i) the Loans in an amount equal to 50% of the Excess Cash Proceeds in operating assets so long Flow for such fiscal year (such percentage reducing to (x) 25% if as within 270 days or, if at the end of such fiscal year the Consolidated Net Secured Leverage Ratio is less than 3.50, eighteen 1.25:1.00 but greater than or equal to 1.00:1.00 and (18y) months after 0% if as at the receipt end of such fiscal year the Consolidated Net Cash ProceedsSecured Leverage Ratio is less than 1.00:1.00), such purchase shall have been consummated minus (as certified by the Company in writing ii) to the Administrative Agent); extent not financed with the proceeds of Indebtedness, the amount of any voluntary prepayments during such fiscal year of Term Loans and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied Revolving Credit Loans (to the extent such prepayment (with of Revolving Credit Loans is accompanied by a corresponding commitment reduction) of permanent reduction in the Loans as set forth in this Section 2.05(b)(iRevolving Credit Commitments). (iiiv) If for any reason reason, other than currency fluctuations, the Total Outstandings aggregate Revolving Credit Exposure at any time exceed exceeds the Aggregate aggregate Revolving Credit Commitments at such timethen in effect, the Company Borrower shall immediately promptly prepay Loans, or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. If the total Revolving Credit Exposure on the last day of any month shall exceed 105% of the total Revolving Credit Commitments, then the Borrower shall, not later than the next Business Day, prepay Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in the amount necessary to eliminate such excess. (iiiv) Prepayments made Each prepayment of Loans pursuant to this Section 2.05(b), first, ) shall be applied first ratably to the L/C Borrowings Term Loans and to the Swing Line Loansscheduled amortization payments in direct order of maturity, secondsecond ratably to the Other Term Loans and to the scheduled amortization payments in direct order of maturity and third ratably to the Revolving Credit Facility (and to the permanent reduction of Revolving Credit Commitments) to the Lenders in accordance with their respective Pro Rata Shares (provided, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied ratably solely to each applicable Class (or Classes) of Refinanced Debt), subject to clause (v) of this Section 2.05(b); provided that the Revolving Credit Facility shall only be prepaid pursuant to this Section 2.05(b) if there are not currently any outstanding Loans, and, third, Term Loans or Other Term Loans at the time the Borrower is required to make such prepayment. (vi) The Borrower shall be used to notify the Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash Collateralize the remaining Collateralization of L/C Obligations; ) required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the amount remaining, if any, after event giving rise to such mandatory prepayment. Each such notice shall specify the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction AmountDeclined Proceeds”) of Term Loans required to be made pursuant to any of clauses (i) through (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Term Loan Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Term Loan Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter may be retained by the Company Borrower and/or applied for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced any purpose not otherwise prohibited by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablethis Agreement.

Mandatory. (i) If The Borrower shall prepay an aggregate principal amount of the Advances comprising, to the maximum extent possible, part of the same Borrowings from the Net Cash Proceeds received by any Loan Party or any of its Subsidiaries Subsidiary Parties in any Fiscal Year in excess of $3,000,000 (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of excess Net Cash Proceeds being the "Excess Net Cash Proceeds") from the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiary Parties (other than any sale, lease, transfer or other disposition of assets pursuant to clauses (A) or (yB) receives proceeds of casualty insurance Section 5.02(a)(v) or condemnation awards (5.02(b)(iv) or payments in lieu thereof), from the Company shall prepay an aggregate principal amount of Loans Long Island Sale) equal to 100% the amount of such Net Cash Proceeds immediately upon as follows: (A) At such time as no Event of Default has occurred and is continuing, the Loan Parties shall be entitled to reinvest (whether by way of a Capital Expenditure or an Investment) such Excess Net Cash Proceeds within 364 days of receipt thereof by such Person (such prepayments in connection with the purchase of restaurants operated or to be applied as set forth in clause (ii) below); provided, however, that, operated by the Borrower or its Subsidiary Parties and with respect to any which the Borrower or its Subsidiary Parties has the United States franchising rights therefor, or franchised or to be franchised by the Borrower or its Subsidiary Parties. If an Event of Default has occurred and is continuing, the Borrower shall prepay the Advances to the extent of such Excess Net Cash Proceeds. (B) At such time as the aggregate amount of Excess Net Cash Proceeds realized under a Disposition described received by any Loan Party and any of its Subsidiary Parties in this Section 2.05(b)(i)any Fiscal Year exceed $5,000,000, at the election of Borrower shall either (x) prepay the Company Advances or (as notified by y) deposit such Excess Net Cash Proceeds in an escrow account established with the Company Administrative Agent and upon terms and conditions reasonably satisfactory to the Administrative Agent (including with respect to reasonable administrative and other fees in connection with the opening and administration of the escrow account) and the Required Lenders. Such amounts on or prior deposit in the escrow account shall be released from such escrow account at the direction of the Borrower to the date make reinvestments of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Excess Net Cash Proceeds in operating assets so long accordance with clause (A). Amounts on deposit in the escrow account shall be available to be invested in Cash Equivalents, at the Borrower's direction; provided that the Administrative Agent shall not be liable for any losses as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt a result of such Net Cash Proceedsinvestments and the Borrower shall, upon realization of any such purchase shall have been consummated (as certified by the Company in writing loss, deposit additional amounts to the escrow account to compensate in full for such loss. Upon the occurrence of any Event of Default, the Administrative Agent); and provided furtherAgent shall withdraw all amounts on deposit in the escrow account and, howeveron behalf of the Borrower, that prepay the Advances. (C) If any such Excess Net Cash Proceeds are not so timely reinvested in accordance with clause (A), on the 365th day after receipt thereof (or the next Business Day, if such day is not a Business Day), the Administrative Agent shall be immediately applied to the prepayment (with a corresponding commitment reduction) withdraw such Excess Net Cash Proceeds and, on behalf of the Loans as set forth in this Section 2.05(b)(i)Borrower, prepay the Advances. (iiD) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made Each prepayment of Advances pursuant to this Section 2.05(b)2.06(b)(i) shall be applied ratably based on the proportion that the aggregate amount of the Working Capital Facility and the Term Facility, firstrespectively, at such time bears to the aggregate amount of all Commitments at such time to each of the Working Capital Facility and the Term Facility until such time as the Working Capital Facility is reduced to $75,000,000, and thereafter 100% to the Term Facility; provided, that notwithstanding the foregoing to the contrary, if a Working Capital Facility Event of Default has occurred, such prepayments shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableeach Facility.

Mandatory. (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) (such prepayments to be applied as set forth in clause (v) below). (ii) If any Loan Party Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Sections 7.05(b), (c), (d) or (e)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), at the election of the Company Borrowers (as notified by the Company Borrower Agent to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrowers or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (iii) Upon the incurrence or issuance by either Borrower or any of their respective Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by either Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of either Borrower or any of their Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the applicable Borrower (as notified by the Borrower Agent to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the applicable Borrower or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied first to the Term Facility and to the principal repayment installments thereof in inverse order of maturity, second to the extent of any excess, to repay the Revolving Credit Loans (without a corresponding permanent reduction in the Revolving Credit Commitment), and third, to the extent of any excess, to reduce the outstanding principal balance of the Second Lien Term Loan as required pursuant to Section 2.05 of the Second Lien Credit Agreement. Notwithstanding the foregoing, regardless of whether there are amounts outstanding under the Revolving Credit Facility, each Term Lender having outstanding Term Loans may elect to decline its Applicable Percentage of any mandatory prepayment by notifying the Administrative Agent within three days of receipt of the notice of such prepayment. All mandatory prepayments declined in accordance with the foregoing shall be re-offered to those Term Lenders under this Agreement who have initially accepted such prepayment (such re-offer to be made to each such Term Lender based on the percentage which such Lender’s Term Loans represents of the aggregate Term Loans of all such Term Lenders who have initially accepted such prepayment). In the event of such a re-offer, the relevant Term Lenders may elect to decline, by notice to the Administrative Agent within two days of such re-offering, all of the amount of such prepayment that is re-offered to them, in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans pursuant to such re-offer but was so declined shall be applied first to repay the Revolving Credit Loans (without a corresponding permanent reduction in the Revolving Credit Commitment), second to the extent of any excess, to reduce the outstanding principal balance of the Second Lien Term Loan as required pursuant to Section 2.05 of the Second Lien Credit Agreement, and third, to the extent of any remaining funds, to the Borrowers. Any Term Lender that does not promptly notify the Administrative Agent in accordance with the foregoing that it is declining a mandatory prepayment shall automatically be deemed to have accepted such prepayment and any re-offer in respect thereof. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party Subject to clause (vii) below, not later than the fifth Business Day following receipt by the Borrower or any of its Subsidiaries (x) Disposes Subsidiary of any property Net Proceeds in a Disposition constituting an connection with any Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Sale, the Company Borrower shall prepay an aggregate principal amount of Loans equal to apply 100% of such the Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, received with respect thereto to any Net Cash Proceeds realized under a Disposition described prepay outstanding Loans in this accordance with Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.06(b)(viii). (ii) If for Subject to clause (vii) below, not later than the fifth Business Day following receipt by the Borrower or any reason the Total Outstandings at Subsidiary of any time exceed the Aggregate Commitments at such timeNet Proceeds in connection with any Recovery Event, the Company Borrower shall immediately apply 100% of the Net Proceeds received with respect thereto to prepay Loans, Swing Line outstanding Loans in accordance with Section 2.06(b)(viii); provided that no prepayment pursuant to this clause (ii) shall be required if the Net Proceeds received in connection with any such Recovery Event are less than $5,000,000 individually and L/C Borrowings and/or Cash Collateralize $10,000,000 in the L/C Obligations (other than the L/C Borrowings) aggregate of all such Recovery Events in an aggregate amount equal to such excessany fiscal year. (iii) Prepayments made Not later than the fifth Business Day following receipt of Net Proceeds by the Borrower or any Subsidiary from the issuance or incurrence of Indebtedness (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 6.01), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii). (iv) Not later than the fifth Business Day following receipt of Net Proceeds by the Borrower or any Subsidiary of any Extraordinary Receipts, the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii); provided that no prepayment pursuant to this clause (iv) shall be required if the Net Proceeds received in connection with any such Extraordinary Receipts are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Extraordinary Receipts in any fiscal year. (v) Upon the occurrence of a Change in Control, each Lender shall have the right to require the Borrower to prepay such Lender’s Loans at a price in cash equal to the aggregate principal amount of the Loans outstanding, plus the Prepayment Premium that would have been payable if the Borrower had voluntarily prepaid such Loans on the date of such prepayment. The Borrower shall deliver to the Administrative Agent written notice of the occurrence of any Change in Control (each such notice, a “Change in Control Notice”), in each case, within two Business Days thereof. Each Lender that intends to exercise its right to require the Borrower to prepay such Lender’s Loans pursuant to this Section 2.05(b), first, 2.06(b)(v) shall be applied ratably provide written notice thereof to the L/C Borrowings and Administrative Agent no later than 5:00 p.m., within ten Business Days of the Swing Line Loans, second, shall be applied ratably receipt of any Change in Control Notice delivered pursuant to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at foregoing clause (b) (such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelydate, the “Reduction AmountChange in Control Election Date”). For the avoidance of doubt, any Lender that fails to timely notify the Administrative Agent in accordance with the preceding sentence shall be deemed to have irrevocably waived the right described in this Section 2.06(b)(v). The Borrower shall make any prepayment pursuant to this Section 2.06(b)(v) within three Business Days of the Change in Control Election Date. The foregoing shall not limit the Borrower’s right to make a voluntary prepayment in accordance with Section 2.06(a) in connection with such Change in Control. (vi) For each fiscal year of the Borrower (commencing with the fiscal year ending on December 31, 2021), not later than the tenth Business Day following the date of the most recent Financial Statements delivered or required to be delivered pursuant to Section 5.01(a) (for any such fiscal year, the “ECF Prepayment Date”), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to (x) 100% of Excess Cash Flow for such fiscal year minus (y) optional prepayments of Loans under Section 2.06(a) during such fiscal year (the “ECF Prepayment”); provided that no prepayment shall be required pursuant to this Section 2.06(b)(vi) to the extent that after giving effect to such prepayment U.S. Liquidity would be less than $85,000,000 at the time of making such prepayment; provided that (i) the Borrower shall make the maximum portion of any such ECF Prepayment when due to the extent such payment shall not cause the Borrower to violate the foregoing clause and (ii) the Borrower shall make additional portions of such ECF Prepayment within five (5) Business Days from delivery of financial statements pursuant to Section 5.01(a) or Section 5.01(b) thereafter to the extent that making such payment shall not cause the Borrower to violate the foregoing clause. (vii) Notwithstanding the foregoing, the Borrower shall not be required to apply any Net Proceeds that are the subject of clauses (i) or (ii) above to prepay the Loans to the extent reinvested by the Borrower or any of its Restricted Subsidiaries in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 12 months of receipt of such Net Proceeds (or, if the Borrower or any Restricted Subsidiary has contractually committed within 12 months following receipt of such Net Proceeds to reinvest such Net Proceeds, within 18 months from the date of the receipt of such Net Proceeds); provided that (a) no Event of Default shall have occurred and shall be continuing at the time of the earlier of the (x) application of such proceeds and (y) entry into the contractual commitment to apply such Net Proceeds; and (b) any such Net Proceeds not actually reinvested in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans; provided further that (i) to the extent such Net Proceeds are attributable to an Asset Sale or Recovery Event of Term Priority Collateral, such Net Proceeds may not be reinvested in cash or Cash Equivalents, accounts receivable, stock inventory, marketable securities, prepaid liabilities or other current assets not constituting Term Priority Collateral (other than in connection with an acquisition of a line of business or operating entity engaged in a Related Business) (it being understood that the Borrower and its Restricted Subsidiaries may hold such Net Proceeds in cash, Cash Equivalents or marketable securities pending reinvestment during the time periods described above, so long as the Borrower shall provide, concurrently with the delivery of the financial statements pursuant to Section 5.01(a) or Section 5.01(b), a written notice of such Net Proceeds, identifying in reasonable detail such Net Proceeds in the form of cash, Cash Equivalents or marketable securities, as applicable) and (ii) notwithstanding anything to the contrary herein, the aggregate amount of Net Proceeds of Asset Sales and Recovery Events that may be retained by reinvested pursuant to this clause (vii) shall not exceed $20,000,000 in any fiscal year (unless the Company for use aggregate principal amount of the Loans that has been prepaid or repaid (including with the Net Proceeds of Asset Sales or Recovery Events) is at least $100,000,000, in which case the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as limitation set forth in Section 2.06(bthis sub-clause (ii) shall not apply). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) [Reserved]. (ii) If any Loan Party (1) the Borrower or any of its Subsidiaries (x) Restricted Subsidiary Disposes of any property in a Disposition or assets constituting an Asset Sale Collateral pursuant to Sections 7.05(f), (i) or (j) or (2) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth offered to be prepaid in accordance with clause (iib)(vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such DispositionNet Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Term Loans in an amount equal to the Applicable Asset Sale Percentage of all Net Proceeds received (such amount, the “Applicable Proceeds”); provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness, Permitted Ratio Debt, incurred Indebtedness under Section 7.03(g), the Senior Secured Notes or any other Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Term Loans 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 offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply the Applicable 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) and the remaining Net Proceeds so long as no Default received to the prepayment of such Other Applicable Indebtedness; provided, further, that (A) the portion of the Applicable Proceeds (but not the other Net Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have occurred otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be continuingapplied to prepay the Term Loans in accordance with the terms hereof. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03), such Loan Party the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(vi) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness with the Net Proceeds of such Indebtedness, then the Borrower may reinvest all or any 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, further, that (A) the portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if allocated to the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after Other Applicable Indebtedness shall not exceed the receipt amount of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing Proceeds required to be allocated to the Administrative Agent); Other Applicable Indebtedness pursuant to the terms thereof, and provided furtherthe remaining amount, howeverif any, that any of such Net Cash Proceeds not so reinvested shall be immediately applied 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 2.05(b)(iii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with a corresponding commitment reductionthe terms hereof. If the Borrower or any other Loan Party incurs any Credit Agreement Refinancing Indebtedness, the Net Proceeds of such Credit Agreement Refinancing Indebtedness shall be used pursuant to clause (iv) of the Loans as set forth in this Section 2.05(b)(i)definition thereof. (iiiv) If for any reason the Total Outstandings aggregate Revolving Credit Exposures at any time exceed exceeds the Aggregate aggregate Revolving Credit Commitments at such timethen in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Company Borrower shall immediately promptly prepay or cause to be promptly prepaid Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made ; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.05(b)(iv) unless after the prepayment in full of all L/C Borrowings the Revolving Credit Loans and Swing Line Loans outstanding such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (v) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied as between series, Classes or tranches of Term Loans as directed by the Borrower (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity (without premium or penalty), unless otherwise directed by the Borrower; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four Business Days prior to the date of such time and prepayment. Each such notice shall specify the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining provide a reasonably detailed calculation of the amount being, collectively, of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the “Reduction Amount”) may be retained by contents of the Company for use in Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) If at any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in time the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall prepay an aggregate principal amount of Loans all outstanding Revolving Credit Advances exceeds the Commitment, the Borrower shall immediately pay to the Agent, for the benefit of the Lenders, the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Revolving Credit Advances in excess of the Commitment. (ii) The Borrower shall prepay an outstanding principal amount of the Revolving Credit Advances, and the Commitment shall be correspondingly immediately automatically and permanently reduced, in an amount equal to 100% of such the Net Cash Proceeds immediately upon receipt thereof by such Person of any Asset Disposition (such prepayments to be applied as set forth other than in clause (ii) below); providedconnection with a disposal of Assets permitted under Section 8.11 hereof or, however, that, with respect to any Net Cash Proceeds realized under in the case of a Disposition described in this Section 2.05(b)(i), at the election disposition of the Company (as notified Shareholder Notes, the Borrower shall prepay the outstanding amount of Revolving Credit Advances in an amount equal to 100% of the Net Proceeds received upon such disposition, but the Revolving Commitment shall not be permanently reduced). The Borrower shall make the required mandatory prepayment hereunder on the date not later than three calendar days after the receipt by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party Borrower or such Subsidiary may reinvest all or any portion of the Net Proceeds of such Net Cash Proceeds in operating assets so long as within 270 days Asset Disposition (or, if in the Consolidated Leverage Ratio is less than 3.50case any Net Proceeds are not in the form of cash, eighteen (18) months or the date three calendar days after the receipt conversion of Net Proceeds into cash). In this connection, neither the Borrower nor any Subsidiary shall engage in an Asset Disposition without the consent of each Lender and, in any event, any such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested Asset Disposition shall be immediately applied to the prepayment (with for a corresponding commitment reduction) consideration of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company least 80% of which shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excessbe cash. (iii) Prepayments made pursuant to this Section 2.05(b), first, The Borrower shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the prepay any outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the principal amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its businessRevolving Credit Advances, and the Aggregate Commitments Commitment shall be correspondingly immediately, automatically and permanently reduced reduced, in an amount equal to 100% of the Net Proceeds of any issuance of capital stock or other equity interests of the Borrower or any Subsidiary other than (a) an issuance of capital stock or other equity interests of the Borrower to the Borrower or a Subsidiary (b) an issuance of capital stock or other equity interests of the Borrower made in connection with an acquisition that is permitted under Section 8.04 or approved in writing by each Lender or (c) issuance by the Reduction Amount as set forth in Section 2.06(b)Borrower of Options exercisable for Common Stock pursuant to that certain Netzee, Inc. 1999 Stock Option and Incentive Plan. Upon The Borrower shall make the drawing required mandatory prepayment hereunder on the date not later than three calendar days after the receipt by the Borrower or such Subsidiary of any Letter the Net Proceeds of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch issuance of capital stock.

Mandatory. (iA) If At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (xother than Unrestricted Subsidiaries or Excluded Subsidiaries (other than Stanfield)) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (h)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiii) and (v) below); provided, however, thatthat (1) the first $50,000,000 of such Net Cash Proceeds received in any fiscal year (the “Exempt Proceeds”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(i)(A), and (2) with respect to any Net Cash Proceeds realized under received in respect of a Disposition described in this Section 2.05(b)(i)2.05(b)(i)(A) in excess of the Exempt Proceeds, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that (x) any Net Cash Proceeds not so reinvested within such 12 month period shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(i)(A), and (y) if a Default has occurred and is continuing at any time that the Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i)(A). (B) [Reserved]. (ii) At any time in which any Incremental Term Facility Loan remains outstanding, upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than Unrestricted Subsidiaries or Excluded Subsidiaries (other than Stanfield)), and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (v) below); provided, however, that (A) the first $50,000,000 of such Extraordinary Receipts received in any fiscal year (the “Exempt Receipts”) shall not be subject to the mandatory prepayment requirements set forth in this Section 2.05(b)(ii), and (B) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments in excess of the Exempt Receipts, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 12 months after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that (A) any cash proceeds not so applied within such 12 month period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii), and (B) if a Default has occurred and is continuing at any time that a Loan Party or Subsidiary receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received, such cash proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to the Revolving Credit Facility (in the manner set forth in clause (v) of this Section 2.05(b)) and the Incremental Term Facilities unless expressly stated otherwise. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility Amount at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiv) Prepayments Except as otherwise provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall not reduce the Revolving Credit Commitments.

Mandatory. (i) [Reserved]. (ii) If any Loan Party or any of its Subsidiaries (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property in a or assets (other than any Disposition constituting an Asset Sale of any property or assets permitted by Sections 7.05 (a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m), (o), (p), (q), (s)), or (y) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments cause to be applied as set forth offered to be prepaid in accordance with clause (iib)(ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such DispositionNet Proceeds, subject to clause (b)(xi) below, an aggregate principal 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 is required to offer to repurchase any Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof 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 offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower 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 so long as no Default shall have occurred and be continuingOther Applicable Indebtedness at such time); provided, such Loan Party or such Subsidiary may reinvest all or any further, that (A) the portion of such Net Cash Proceeds in operating assets so long as within 270 days orallocated 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 Consolidated Leverage Ratio 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 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) [Reserved.] (iv) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t)), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is less than 3.50, eighteen five (185) months Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (iiv) If for any reason the Total Outstandings aggregate Revolving Credit Exposures at any time exceed exceeds the Aggregate aggregate Revolving Credit Commitments at such timethen in effect (including, for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit Commitments on the Maturity Date with respect thereto), the Company Borrower shall immediately promptly prepay Loans, or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made ; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.05(b)(v) unless after the prepayment in full of all L/C Borrowings the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such time and prepayment. Each such notice shall specify the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining provide a reasonably detailed calculation of the amount being, collectively, of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the “Reduction Amount”) may be retained by contents of the Company for use in Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) If At the end of the Reinvestment Period (if any) applicable to any Loan Party or any of its Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in Extraordinary Receipts, the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards Borrower (or payments in lieu thereof), the Company Collateral Manager on its behalf) shall prepay an aggregate principal amount of Loans equal promptly direct the Collateral Agent to 100transfer 50% of the Reinvestment Proceeds in respect of such Net Cash Proceeds Extraordinary Receipts (determined immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date end of such DispositionReinvestment Period (if any), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing for application to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) repayment of principal of the Loans as set forth in this Section 2.05(b)(i)Term Loans. (ii) If for At the end of the Reinvestment Period (if any) applicable to any reason the Total Outstandings at any time exceed the Aggregate Commitments at such timeDisposition Proceeds, the Company Borrower (or the Collateral Manager on its behalf) shall promptly direct the Collateral Agent to transfer 100% of the Reinvestment Proceeds in respect of such Disposition Proceeds (determined immediately prepay prior to the end of such Reinvestment Period (if any)) for application towards the repayment of principal of the Term Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made If any Group Member incurs or issues any Indebtedness after the Closing Date (other than Indebtedness expressly permitted under Section 7.03), the Borrower (or (iv) At the end of the Reinvestment Period (if any) applicable to any Casualty Proceeds, the Borrower (or the Collateral Manager on its behalf) shall promptly direct the Collateral Agent to apply 100% of the Reinvestment Proceeds in respect of such Casualty Proceeds (determined immediately prior to the end of such Reinvestment Period (if any)) to the repayment of principal of the Term Loans. (v) The Borrower (or the Collateral Manager on its behalf) shall notify the Administrative Agent of each event giving rise to a mandatory prepayment obligation under this Section 2.03(b) no later than the date on which the Borrower (or the Collateral Manager on its behalf) is required to give directions to the Collateral Agent with respect thereto. The Administrative Agent will promptly notify each applicable Lender of such mandatory prepayment and of the amount of such Lender’s Pro Rata Share of each Class of Loans being prepaid. Each prepayment of Term Loans pursuant to this Section 2.05(b), first, 2.03(b) shall be applied ratably to pro rata as between the L/C Borrowings Class A Loans and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Class B Loans outstanding at such time and each such prepayment shall be paid to the Cash Collateralization applicable Lenders in accordance with their respective Pro Rata Shares of each such Class of Loans. If no Term Loans are outstanding at the remaining L/C Obligations time of any such mandatory prepayment, the outstanding Commitments will be reduced by the amount of such mandatory prepayment. (vi) The Borrower shall promptly (and in full any event not later than three (3) Business Days) notify the sum Administrative Agent in writing following (1) any Group Member’s receipt of any Reinvestment Proceeds, and such notice shall set forth in reasonable detail the circumstances giving rise to such proceeds, the amount of such proceeds and the date of receipt thereof, and (2) the incurrence or issuance of Indebtedness by any Group Member (other than Indebtedness expressly permitted under Section 7.03), and such notice shall set forth in reasonable detail the circumstances giving rise to such proceeds (including, without limitation, the material terms of such Indebtedness and each obligor thereunder), the amount of such proceeds and the date of receipt thereof. Each such notice shall specify the date of such prepayment amountsand provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each applicable Lender of the contents of the Borrower’s prepayment notice and of such applicable Lender’s Pro Rata Share of the prepayment. (vii) Prepayments of Loans pursuant to this Section 2.03(b) shall not be subject to the Priority of Payments; provided, cash collateralization amounts and remaining amount beingthat, collectivelyin connection with any such prepayment, the “Reduction Amount”Borrower shall ensure that sufficient funds are available on the next succeeding Interest Payment Date to pay amounts payable under clause (B) may be retained by of the Company for use in the ordinary course Interest Payment Date Priority of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablePayments.

Mandatory. (i) If The Borrower shall, on the applicable Prepayment Date with respect to Net Cash Proceeds by any Loan Party from (A) the sale, lease, transfer or other disposition including, without limitation, any and all involuntary dispositions, whether by condemnation, casualty loss or otherwise, of any assets of any Loan Party or any of its Subsidiaries (xother than any sale, lease, transfer or other disposition of assets referred to in clause (i), (ii) Disposes or (iii) of the definition of Certain Permitted Dispositions), (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any property Debt (other than Debt incurred or issued pursuant to Section 5.02(b)), (C) the sale or issuance by any Loan Party or any of its Subsidiaries of any Equity Interests and (D) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds clause (A), (B) or (yC) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Company shall above and prepay an aggregate principal amount of Loans the Advances comprising part of the same Borrowings (with application to be made in accordance with clause (iv) of this Section 2.06(b)), in an aggregate amount equal to 100% the amount of such Net Cash Proceeds immediately upon receipt thereof by Proceeds. Each such Person (such prepayments to prepayment shall be applied to the Revolving Credit Facility as set forth in clause (iiiv) below); provided. For the avoidance of doubt, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at mandatory prepayments shall not permanently reduce the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans Commitments except as set forth in this Section 2.05(b)(i2.05(b). (ii) If for any reason The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Total Outstandings at any time exceed Revolving Credit Advances comprising part of the Aggregate Commitments at such timesame Borrowings, the Company shall immediately prepay Loans, Letter of Credit Advances and the Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Advances (other than the L/C Borrowingswith application to be made in accordance with clause (iv) of this Section 2.06(b)) in an aggregate amount equal to the amount by which (A) the sum of (I) the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing Line Advances then outstanding plus (II) the aggregate Available Amount of all Letters of Credit then outstanding, exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value on such excessBusiness Day. (iii) Prepayments made pursuant The Borrower shall, on each Business Day, pay to this Section 2.05(b), first, shall be applied ratably to the Administrative Agent for deposit in the L/C Borrowings and Collateral Account an amount sufficient to cause the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the aggregate amount remaining, if any, after the prepayment on deposit in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or Collateral Account to equal the Lenders, as applicableamount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting of any property permitted by Section 7.05(a), (b), (c), (d), (e), (g) or (i) and other than any event giving rise to an Asset Sale Extraordinary Receipt, which shall be governed by clause (ii) of this Section 2.04(b)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon promptly, but in any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30-day period provided below (such prepayments to be applied as set forth in clause clauses (iiiii) and (iv) below); provided, however, that, that with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)received by or paid to or for the account of the Borrower or any of its Subsidiaries, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to not more than 30 days after receiving the date of such DispositionNet Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, Proceeds such purchase reinvestment shall have been consummated completed; and provided further that the aggregate amount of such Net Cash Proceeds reinvested under this Section 2.04(b)(i) do not exceed 12.5% of the Borrower’s Consolidated Total Assets (which determination shall be made by reference to Consolidated Total Assets as of the end of the fiscal quarter most recently ended for which the Borrower has delivered to the Lenders financial statements pursuant to Section 6.01). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) of this Section 2.04(b), the Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days after the later of (A) receipt thereof by such Person and (B) the expiration of the 30 day period provided below (such prepayments to be applied as set forth in clauses (iii) and (iv) below); provided, however, that (x) with respect to any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (other than proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments covered by clause (y) below), at the election of the Borrower (as certified notified by the Company in writing Borrower to the Administrative AgentAgent not more than 30 days after receiving the Net Cash Proceeds therefrom); , and provided so long as (I) no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Extraordinary Receipt in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed and (II) the aggregate amount of such Extraordinary Receipts reinvested under this clause (x) do not exceed 12.5% of the Borrower’s Consolidated Total Assets (which determination shall be made by reference to Consolidated Total Assets as of the end of the fiscal quarter most recently ended for which the Borrower has delivered to the Lenders financial statements pursuant to Section 6.01) and (y) with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply such Net Cash Proceeds within 12 months after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received so long as within 12 months after the receipt of such Net Cash Proceeds such replacement or repair shall have been completed and provided, further, however, that any Net Cash Proceeds cash proceeds not so reinvested applied shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term A Loans as set forth in this Section 2.05(b)(i2.04(b)(ii). (iii) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied to the Term A Facility and proportionately to the then remaining principal repayment installments thereof. (iv) Notwithstanding any of the other provisions of clause (i) or (ii) of this Section 2.04(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.04(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i) or (ii) of this Section 2.04(b) to be applied to prepay Term A Loans exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.04(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.04(b) (without giving effect to the first and second sentences of this clause (iv)) but which have not previously been so applied. (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Loans, Swing Line Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the such L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party or any of its Subsidiaries Within ten (x10) Disposes of any property in a Disposition constituting an Asset Sale which results in Business Days after financial statements have been delivered pursuant to Section 5.1(a) (commencing with the realization by such Person of Net Cash Proceeds or (yfiscal year ending December 31, 2024) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofand the related Compliance Certificate has been delivered pursuant to Section 5.2(a), the Company Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus (B) the sum of, without duplication, all voluntary prepayments or permitted purchases of (x) Initial Term Loans and (y) Term Loans that are not Initial Term Loans and Refinancing Equivalent Debt (in each case that is secured (ii) If (x) the Borrower or any of its Subsidiaries consummates an Asset Sale (subject at all times to the restrictions set forth in Section 6.4(c) that prohibit the sale of any FLNG1 Collateral) or (y) any Recovery Event occurs, and the transactions described in the foregoing clauses (x) and (y) result in the receipt by the Borrower and its Subsidiaries of Net Proceeds (any such transaction or series of related transactions being a “Relevant Transaction”), the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Proceeds and the Borrower shall, prepay an aggregate principal amount of Term Loans in an amount equal to the Net Proceeds received from such Relevant Transaction within five (5) Business Days of receipt thereof by the Borrower or such Subsidiary; provided that, the Borrower (or any Restricted Subsidiary) may use such Net Proceeds to prepay or offer to repurchase, on a ratable basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness at such time), (A) Permitted Pari Passu Secured Refinancing Debt or any other Indebtedness permitted hereunder to the extent secured by Liens on the Collateral on a pari passu basis with the Obligations (or, in each case, any Refinancing Indebtedness incurred in respect thereof that is secured by Liens on the Collateral on a pari passu basis with the Obligations) or (B) Indebtedness under the Equal Priority Obligations existing on the date hereof pursuant to the terms of the documentation governing such Indebtedness (such Permitted Pari Passu Secured Refinancing Debt, Indebtedness under the Equal Priority Obligations or such other Indebtedness (or such Refinancing Indebtedness incurred in respect thereof) which the borrower elects to prepay or offer to repurchase, “Other Applicable Indebtedness”); provided further that if the Relevant Transaction involves (1) an Asset Sale (including a Specified Asset Sale) constituting Collateral so long as the aggregate Net Proceeds do not exceed $350 million or (2) any Asset Sale of assets not constituting Collateral, then the Net Proceeds of such assets may be applied to Other Applicable Indebtedness (other than Indebtedness under the Revolving Credit Agreement, LC Facility or other revolving indebtedness that constitutes Equal Priority Obligations unless such prepayment is accompanied by permanent reductions of the commitments thereunder) on a non-ratable basis, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided further that if the Recovery Event involves any FLNG1 Collateral, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); providedreceived therefrom, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party that is five (5) Business Days after the receipt by the Borrower or such a Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.;

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property pursuant to Section 7.05(b)) and, in a Disposition constituting an Asset Sale which results in connection therewith, is required to prepay the realization by such Person outstanding principal amount of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)the Loans, the Company Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to the limitations set forth herein) equal to 100% of such Net Cash Proceeds immediately upon of such Disposition so required to be applied to the prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (5) Business Days after the date of receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Administrative Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets useful for its business so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within such 365 day period shall be immediately promptly applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in Section 2.05(b)(ii). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary. (ii) Each prepayment of Loans pursuant to Section 2.05(b)(i) shall be applied, first, to the Term Facility and second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). Mandatory prepayments of Term Loans required hereunder shall be applied on a pro rata basis among all Classes of Term Loans, and, within each Class of Term Loans, to reduce the remaining scheduled installments of principal thereof on a pro rata basis. The Borrowers shall cause any such mandatory prepayment of Term Loans to be made by such applicable Borrowers, in such a manner, and in such amounts as will result in the aggregate amount of such prepayment by all such Borrowers being applied to each Class of Term Loans, on a pro rata basis among all Classes of Term Loans. (iii) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrowers shall promptly prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first sentence of this clause (iii)) but which have not previously been so applied. (iv) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b) prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05(b) in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion an upon prior notice to the Administrative Agent, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a segregated deposit account (which is subject to sole and exclusive control of the Administrative Agent) until the last day of such Interest Period, at which time the Administrative Agent shall be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such deposit account to the prepayment of such Loans in accordance with this Section 2.05(b) (and to the extent requested by the Administrative Agent, the Administrative Borrower shall confirm in writing the authorization set forth herein). Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such deposit account to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05(b). (v) If for any reason (other than as result of any fluctuation in currency exchange rates contemplated by clause (vi) below) the Total Global Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Facility comprised of Global Revolving Credit Commitments at such time, the Company applicable Borrowers shall immediately prepay their respective Global Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the their respective L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made ; provided, that the applicable Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.05(b)(v) unless after the prepayment in full of all the Global Revolving Credit Loans, Swing Line Loans and L/C Borrowings and Loans outstanding such Total Global Revolving Credit Outstandings exceeds the Revolving Credit Facility comprised of Global Revolving Credit Commitments then in effect. (vi) If, as result of any fluctuation in currency exchange rates, the Administrative Agent notifies the Administrative Borrower at any time (A) that the Total Global Revolving Credit Outstandings at such time and the Cash Collateralization exceed an amount equal to 105% of the remaining Global Revolving Credit Commitments then in effect, (B) L/C Obligations at such time exceed an amount equal to 105% of any applicable L/C Issuer Sublimit or the Letter of Credit Sublimit (as applicable), or (C) L/C Obligations owing to any L/C Issuer at such time exceed an amount equal to 105% of such L/C Issuer’s L/C Issuer Sublimit, then (in each case), within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Global Revolving Credit Loans and/or the applicable Borrowers shall Cash Collateralize the L/C Obligations in full (an aggregate amount at least equal to such excess; provided, however, that, subject to the sum provisions of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelySection 2.18, the “Reduction Amount”Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi)(A) may be retained by unless after the Company for use prepayment in full of the ordinary course of its businessGlobal Revolving Credit Loans, and the Aggregate Total Global Revolving Credit Outstandings exceed the Global Revolving Credit Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth then in Section 2.06(b)effect. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the L/C Issuer Issuers or the Revolving Credit Lenders, as applicable. (vii) If for any reason the Total Domestic Revolving Credit Outstandings at any time exceed the Revolving Credit Facility comprised of Domestic Revolving Credit Commitments at such time, the applicable Borrowers shall immediately prepay their respective Domestic Revolving Credit Loans in an aggregate amount equal to such excess. (viii) Except as otherwise provided in clauses (v), (vi) or (vii), prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), shall be applied to the first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, and second, shall be applied ratably across each outstanding Class of Revolving Credit Loans, in each case, without a corresponding reduction in the Revolving Credit Commitment, and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans may be retained by the applicable Borrower for use in the ordinary course of business. (ix) Notwithstanding anything to the contrary in this Agreement (including this Section 2.05), no prepayment by a Foreign Obligor shall be used to pay or be applied against any obligations of or attributed to any U.S. Loan Party (or any other Subsidiary that is organized under the laws of the United States or any political subdivision thereof).

Mandatory. (i) If, at any time, the Revolver Usage on such date exceeds the Line Cap then in effect, then the Borrowers shall promptly, but in any event within 1 Business Day, prepay Obligations in an aggregate amount equal to the amount of such excess. (ii) If any Loan Party the Parent Borrower, or any of its Subsidiaries (x) other Loan Party, Disposes of any property in a Disposition constituting an Asset Sale which results Collateral included in the realization by such Person determination of Net Cash Proceeds the Borrowing Base, other than pursuant to Sections 7.05(b), (d), (e), (f), (g) and (h) (or (y) receives proceeds of any casualty insurance or and condemnation awards (or payments in lieu thereofwith respect to such Collateral), the Company Parent Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon received therefrom within three Business Days after the date of receipt thereof by the Parent Borrower or such Person (Loan Party; provided that in connection with any Disposition permitted by Section 7.05, neither the Parent Borrower nor such prepayments Loan Party shall be obligated to be applied as set forth in clause (ii) below); provided, however, that, with respect make a mandatory prepayment pursuant to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at 2.05(b)(ii) so long as (i) the election of the Company Payment Conditions are satisfied (as notified calculated after delivery by the Company Parent Borrower to the Administrative Agent on or prior of a Borrowing Base Certificate calculating and certifying the Borrowing Base after giving pro forma effect to the date of such Disposition), and so long as (ii) no Default shall have or Event of Default has occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if is continuing and (iii) the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing conditions to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as Credit Extension set forth in Section 4.02(a) are then satisfied; provided, further that to the extent the Payment Conditions are not then satisfied, the amount of the prepayment required to be made under this Section 2.05(b)(i). (ii2.05(b)(ii) If for any reason shall equal an amount such that the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal Payment Conditions would be satisfied on a pro forma basis after giving effect to such excessprepayment and to the other pro forma adjustments to the Borrowing Base in connection with such Disposition. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to During a Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelyDominion Period, the “Reduction Amount”) may be retained by Borrowers shall prepay the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount Obligations as set forth provided in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable2.19.

Mandatory. In the event and on each occasion that, on or after the Closing Date, the Borrower (ior, solely in respect of a Reduction/Prepayment Event described in clauses (a) If or (c) of the definition of such term, any Loan Party Subsidiary of the Borrower), receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event consummated on or any after the Closing Date, then, subject to the immediately succeeding sentence, (A) the Borrower shall promptly upon receipt of its Subsidiaries (x) Disposes such Net Cash Proceeds notify the Administrative Agent of any property in a Disposition constituting an Asset Sale which results in such Reduction/Prepayment Event and the realization by such Person amount of Net Cash Proceeds resulting therefrom (together with, in each case, a reasonably detailed calculation thereof and in respect of any Reduction/Prepayment Event described in clause (c) of the definition of such term, whether or not a prepayment would be required on account thereof pursuant to the final proviso of this Section 2.06(b)) and (yB) receives proceeds within three Business Days of casualty insurance or condemnation awards (or payments in lieu thereof)the day such Net Cash Proceeds are received, the Company Borrower shall prepay Loans in an amount equal to the lesser of (x) the aggregate principal amount of Loans equal to then outstanding and (y) 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)or, at the election of the Company (as notified Borrower, an amount selected by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio Borrower that is less greater than 3.50, eighteen (18) months after the receipt 100% of such Net Cash Proceeds, ; provided that such purchase shall have been consummated amount is not greater than the amount provided for in the immediately preceding clause (as certified by the Company in writing to the Administrative Agentx)); and provided furtherfurther that, howeverin respect of a Reduction/Prepayment Event described in clause (c) of the definition of such term, that the Borrower shall not be required to make any prepayment under this clause if such Net Cash Proceeds are reinvested (or committed to be reinvested) in the business of the Borrower or any of its Subsidiaries within 12 months following the receipt thereof (but, for the avoidance of doubt, if not so reinvested reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans in accordance with the foregoing and such Net Cash Proceeds shall be deemed to have been received at the end of such 12 month period for purposes of the foregoing). Any amounts prepaid pursuant to any mandatory prepayment (with a corresponding commitment reduction) of the Loans as set forth in under this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”2.06(b) may not be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablere-borrowed.

Mandatory. (i) If any Loan Party the Parent or any of its Restricted Subsidiaries (x) Disposes receive Net Proceeds in respect of any property Prepayment Event (including by the Administrative Agent as loss payee in a Disposition constituting an Asset Sale which results respect of any Prepayment Event described in clause (b) of the realization by such Person definition of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofthe term “Prepayment Event”), the Company shall prepay an aggregate principal amount of Loans equal to 100% of Borrower shall, on the day such Net Cash Proceeds immediately upon receipt thereof by such Person are received (such prepayments to be applied as set forth or, in the case of a Prepayment Event described in clause (iia) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company or (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reductionb) of the Loans as set forth in this Section 2.05(b)(idefinition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to (x) with respect to any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event,” the Specified Asset Sale Percentage of the amount of such excessNet Proceeds (or, if the Parent or any of its Restricted Subsidiaries has incurred Indebtedness (A) that is permitted under Section 6.01 that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) with respect to the ChampionX Corp Credit Facilities, and, in each case, such Indebtedness is required to be prepaid or redeemed with the net proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” then by such lesser percentage of such Net Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Proceeds based upon the aggregate principal amount of the Term Loans and such Indebtedness then outstanding) or (y) with respect to any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” 100% of an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, five (5) Business Days prior to the date of the required prepayment, deliver to the Administrative Agent written notice that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 360 days after receipt of such Net Proceeds to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other assets to be used in the business of the Parent or its Restricted Subsidiaries or to enter into an acquisition permitted by this Agreement and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if by the end of such initial 360-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other assets or to make an acquisition permitted by this Agreement), at which time a prepayment shall be required in an amount equal to such Net Proceeds in accordance with clause (x) above; provided that, notwithstanding anything to the contrary herein, prior to the second anniversary of the Effective Date, no prepayment with respect to the Net Proceeds of any Prepayment Event described in clause (a) or clause (b) of the definition of the term “Prepayment Event” shall be required so long as such Net Proceeds are used to permanently prepay or redeem Indebtedness of Parent and its Restricted Subsidiaries (A) that was incurred pursuant to Section 6.01 and that is secured, on an equal and ratable basis with the Term Loans, by a Lien on the Collateral permitted under Section 6.02 or (B) incurred under the ChampionX Corp Credit Facilities and secured by a Lien on the Collateral on an equal and ratable basis with the Term Loans, in each case, as required thereunder. (ii) Following the end of each fiscal year of the Parent, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year covered by such financial statements; provided that, at the option of the Borrower, such amount shall be reduced by the aggregate amount of voluntary prepayments (other than prepayments made with the proceeds of Indebtedness) of (i) Borrowings made pursuant to paragraph (a) of this Section 2.11, (ii) term loans outstanding under the ChampionX Corp Credit Agreement that are secured on a pari passu basis with the Loan Document Obligations and (iii) Prepayments made Refinancing Term Loans that are secured on a pari passu basis with the Loan Document Obligations, in each case, during such fiscal year (and, at the Borrower’s option (and without deducting such amounts against the subsequent fiscal year’s prepayment computation pursuant to this paragraph (b)(ii)), after the end of such fiscal year but prior to the date on which the prepayment pursuant to this Section 2.05(b2.11(b)(ii) for such fiscal year is required to have been made); provided, firstfurther, that, in the case of any Term Loan, or Refinancing Term Loan prepaid in connection with the purchase thereof by a Purchasing Borrower Party pursuant to Section 9.04(f) (or other corresponding provisions in the document governing such Indebtedness) at a discount to par, the prepayment required pursuant to this Section 2.11(b)(ii) shall be applied ratably reduced, with respect to the L/C Borrowings and prepayment of such Term Loan, only by the Swing Line Loansactual amount of cash paid to the applicable Lender or Lenders in connection with such purchase; provided, secondfurther, that Borrower shall only be required to make a prepayment pursuant to this Section 2.11(b)(ii) to the extent that such amount is in excess of $10,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any term loans under the ChampionX Corp Credit Facilities with any portion of the Excess Cash Flow, then the Borrower may apply such portion of the Excess Cash Flow on a pro rata basis. Each prepayment pursuant to this paragraph shall be applied ratably made within ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the outstanding Loans, and, third, shall be used to fiscal year for which Excess Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableFlow is being calculated.

Mandatory. (i) If any Loan Party Within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Asset Sale or series of related Asset Sales permitted by Section 8.01(d), (m), (n) or (o), the Borrower shall either (1) prepay an aggregate principal amount of Loans or (2) commit to prepay, redeem, purchase, defease or otherwise satisfy other term Indebtedness of the Borrower to the extent permitted by Section 8.05 (and thereafter consummate such prepayment, redemption, purchase, defeasance or satisfaction within an additional 45 days), or any combination of the foregoing in an aggregate amount equal to 100% of such Net Available Proceeds (with any prepayments of the Loans to be applied as set forth in clauses (iv) and (vi) below); provided, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent within ten Business Days following the date of receipt of such Net Available Proceeds of such Asset Sale), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Available Proceeds in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) Disposes within 365 days following the date of any property in a Disposition constituting an receipt of such Net Available Proceeds of such Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of casualty insurance or condemnation awards the 365-day period referred to in preceding clause (or payments in lieu thereofx), within 180 days after the Company end of such 365-day period; provided further, however, that any Net Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest the Net Available Proceeds from such Asset Sale as set forth above) shall be immediately applied to the prepayment of the Loans or other term Indebtedness as set forth in this Section 2.04(b)(i). (ii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds from any Debt Issuance or incurrence of Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all such Net Cash Available Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiv) and (vi) below). (iii) Within ten days after the receipt by the Borrower or any Restricted Subsidiary of any Net Available Proceeds of any Casualty Event, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Available Proceeds received therefrom (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that, with respect to any Net Cash Available Proceeds realized under a Disposition described in this Section 2.05(b)(i)with respect to any such Casualty Event, (A) at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within 45 days following the date of receipt of such DispositionNet Available Proceeds of such Casualty Event), the Borrower and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Available Proceeds in operating the replacement or restoration of any properties or assets so long as in respect of which such Net Available Proceeds were paid or in assets that are used or useful in the business of the Borrower and the Restricted Subsidiaries (including by way of merger or Investment) (x) within 270 365 days or, if following the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the date of receipt of such Net Cash ProceedsAvailable Proceeds of such Casualty Event or (y) if the Borrower and its Restricted Subsidiaries enter into a legally binding commitment to use such Net Available Proceeds before the expiration of the 365-day period referred to in preceding clause (x), within 180 days after the end of such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent)365-day period; and provided further, however, that any Net Cash Available Proceeds not subject to such legally binding commitment or so reinvested within such 365-day period (as such period may be extended as permitted above) (or, in either case, such earlier date, if any, as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Available Proceeds as set forth above) shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(iii); and provided further, however, that with respect to any such replacement or restoration of property or assets constituting Collateral, the Borrower shall take all actions specified in Section 6.09 in order that such property or asset shall constitute Collateral upon the acquisition or construction thereof and (B) if the Borrower and its Restricted Subsidiaries are required to apply any such Net Available Proceeds under the applicable Master Lease to any other purpose, such Net Available Proceeds may be applied to such purpose in lieu of making the prepayment of the Loans required by this Section 2.04(b)(iii); provided however, that any Net Available Proceeds not subject to any such requirements under the applicable Master Lease, or that are subsequently released from such use, shall be immediately applied to the prepayment of the Loans as otherwise set forth in this Section 2.04(b)(iii). (iiiv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.04(b) shall be applied first (a) ratably to each Class of Term Loans (or, in the case of New Term Loans, Extended Term Loans and Other Term Loans, on a less than pro rata basis if elected in the applicable Incremental Joinder Agreement, Extension Amendment or Refinancing Amendment) and (b) (x) for the Term A Loans, to the principal repayment installments thereof on a pro rata basis, (y) for the Term B Loans, to the principal repayment installments thereof in forward order of maturity and (z) for any other Class of Term Loans, as set forth for such Class in the applicable Extension Amendment, Refinancing Amendment or Incremental Joinder Agreement and second, to the Revolving Facility in the manner set forth in clause (vi) below; provided that, notwithstanding the foregoing, each prepayment pursuant to Section 2.04(b)(ii) above with the proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayment of the Term B Facility after the Third Amendment Effective Date and on or prior to the six (6) month anniversary of the Third Amendment Effective Date pursuant to Section 2.04(b)(ii) in connection with a Repricing Event described in clause (i) of the definition thereof shall be accompanied by the payment of the fee described in Section 2.08(c). (v) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments Revolving Facility at such time, the Company Borrower shall immediately prepay Loans, Swing Line Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivi) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Facility required pursuant to clauses (i), (ii) or (iii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its their business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Lenders, as applicable.

Mandatory. (i) If any Loan Party or any of its Subsidiaries (xother than an Unrestricted MSB Subsidiary) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 8.05) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $250,000 in lieu thereof)the aggregate, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.03(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent Lender on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 90 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative AgentLender); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.03(b)(i). (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iii) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 8.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than an Unrestricted MSB Subsidiary), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.03(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Lender on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 90 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.03(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied, first, ratably to each Acquisition Loan and to the principal repayment installments thereof in inverse order of maturity and, second, to the outstanding principal balance of the Revolving Credit Commitment. (vi) If for any reason (A) the Total Outstandings aggregate face amount of all Letters of Credit issued and outstanding shall exceed the Letter of Credit Sublimit or (B) the aggregate outstanding amount of all Revolving Loans plus any outstanding Letters of Credit (whether or not drawn) at any time exceed the Aggregate Commitments Revolving Credit Commitment at such time, the Company Borrower shall immediately prepay Loans, Swing Line Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations cash collateralize any outstanding Letters of Credit (other than the L/C Borrowingswhether or not draw) in an aggregate amount equal to such excess. (iiivii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to If for any reason during the L/C Borrowings and Availability Period the Swing Line Loans, second, shall be applied ratably to the aggregate outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Acquisition Loans outstanding at any time exceed the Acquisition Facility Commitment at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelytime, the “Reduction Amount”) may be retained by the Company for use Borrower shall immediately prepay Acquisition Loans in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice an aggregate amount equal to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablesuch excess.

Mandatory. (i) If any Loan Party or any of its Subsidiaries (x) Disposes of any property pursuant to Section 7.05(b)) and, in a Disposition constituting an Asset Sale which results in connection therewith, is required to prepay the realization by such Person outstanding principal amount of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)the Loans, the Company Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to the limitations set forth herein) equal to 100% of such Net Cash Proceeds immediately upon of such Disposition so required to be applied to the prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (5) Business Days after the date of receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Administrative Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets useful for its business so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within such 365 day period shall be immediately promptly applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in Section 2.05(b)(v). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary. (ii) Each prepayment of Loans pursuant to Section 2.05(b)(i) shall be applied, first, to the Term Facility and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b); provided, that the Borrowers shall cause any prepayment of the Term Facility to be made by such applicable Borrowers, in such a manner, and in such amounts as will result in the aggregate amount of such prepayment by all such Borrowers being applied to each class of Term Loans (including Domestic Term Loans and Global Term Loans), on a pro rata basis. Any prepayment which does not comply with the foregoing requirements (i) may be rejected by the Administrative Agent and the Lenders and (ii) shall be deemed to be an Event of Default under Section 8.01(a). (iii) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrowers shall promptly prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first sentence of this clause (iii)) but which have not previously been so applied. (iv) Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b) prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05(b) in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in their sole discretion an upon prior notice to the Administrative Agent, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a segregated deposit account (which is subject to sole and exclusive control of the Administrative Agent) until the last day of such Interest Period, at which time the Administrative Agent shall be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such deposit account to the prepayment of such Loans in accordance with this Section 2.05(b) (and to the extent requested by the Administrative Agent, the Administrative Borrower shall confirm in writing the authorization set forth herein). Notwithstanding the foregoing to the contrary, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be irrevocably authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount in such deposit account to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05(b). (v) If for any reason (other than as result of any fluctuation in currency exchange rates contemplated by clause (vi) below) the Total Global Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Facility comprised of Global Revolving Credit Commitments at such time, the Company applicable Borrowers shall immediately prepay their respective Global Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the their respective L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made ; provided, that the applicable Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, 2.05(b)(v) unless after the prepayment in full of all the Global Revolving Credit Loans, Swing Line Loans and L/C Borrowings and Loans outstanding such Total Global Revolving Credit Outstandings exceeds the Revolving Credit Facility comprised of Global Revolving Credit Commitments then in effect. (vi) If, as result of any fluctuation in currency exchange rates, the Administrative Agent notifies the Administrative Borrower at any time (A) that the Total Global Revolving Credit Outstandings at such time and the Cash Collateralization exceed an amount equal to 105% of the remaining Global Revolving Credit Commitments then in effect, (B) L/C Obligations at such time exceed an amount equal to 105% of any applicable L/C Issuer Sublimit or the Letter of Credit Sublimit (as applicable), or (C) L/C Obligations owing to any L/C Issuer at such time exceed an amount equal to 105% of such L/C Issuer’s L/C Issuer Sublimit, then (in each case), within two Business Days after receipt of such notice, the applicable Borrowers shall prepay Global Revolving Credit Loans and/or the applicable Borrowers shall Cash Collateralize the L/C Obligations in full (an aggregate amount at least equal to such excess; provided, however, that, subject to the sum provisions of such prepayment amounts, cash collateralization amounts and remaining amount being, collectivelySection 2.18, the “Reduction Amount”Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi)(A) may be retained by unless after the Company for use prepayment in full of the ordinary course of its businessGlobal Revolving Credit Loans, and the Aggregate Total Global Revolving Credit Outstandings exceed the Global Revolving Credit Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth then in Section 2.06(b)effect. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company any Borrower or any other Loan Party) to reimburse the L/C Issuer Issuers or the Revolving Credit Lenders, as applicable. (vii) If for any reason the Total Domestic Revolving Credit Outstandings at any time exceed the Revolving Credit Facility comprised of Domestic Revolving Credit Commitments at such time, the applicable Borrowers shall immediately prepay their respective Domestic Revolving Credit Loans in an aggregate amount equal to such excess. (viii) Except as otherwise provided in clauses (v), (vi) or (vii), prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), shall be applied to the first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, and second, shall be applied ratably across each outstanding Class of Revolving Credit Loans, in each case, without a corresponding reduction in the Revolving Credit Commitment, and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans may be retained by the applicable Borrower for use in the ordinary course of business. (ix) Notwithstanding anything to the contrary in this Agreement (including this Section 2.05), no prepayment by a Foreign Obligor shall be used to pay or be applied against any obligations of or attributed to any U.S. Loan Party (or any other Subsidiary that is organized under the laws of the United States or any political subdivision thereof).

Mandatory. (i) If the Administrative Agent notifies the Borrowers at any Loan Party time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to the amount by which the Total Outstandings exceed the Aggregate Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Borrowers 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 Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (ii) If the Company or any of its Subsidiaries (x) Disposes of any property (including any Equity Interest in a Disposition constituting an Asset Sale any Person) in accordance with and permitted by Section 7.02(b), (d) or (f) which results in the realization by such Person of Net Cash Proceeds or (yincluding, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Net Cash Proceeds realized from a Permitted Sale and Leaseback Transaction under clause (a)(i) receives proceeds of casualty insurance or condemnation awards (or payments in lieu the definition thereof), the Company Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of such Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below). (iii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each case, pursuant to a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 6 Closing Date, the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below). (iv) Upon the issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 6 Closing Date (other than any issuance of Capital Stock in connection with employee benefit arrangements), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(v) below). (v) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, required to be applied in prepayment of the Loans and other Indebtedness pursuant to clauses (b)(ii), (b)(iii) and (b)(iv) above and clause (b)(vi) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent and applied, within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay and, as applicable, cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans and Letters of Credit outstanding hereunder, (b) Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that (x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans and Letters of Credit outstanding under this Agreement, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (y) any portion of such proceeds allocated to Lenders under this Agreement or to lenders under the Existing Revolving Credit Agreement which exceeds the Applicable Outstandings under this Agreement or the Applicable Outstandings under and as defined in the Existing Revolving Credit Agreement, as applicable and as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”. (vi) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (iib)(v) belowabove); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)if, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date any such prepayment is required to be made, the Company notifies the Administrative Agent of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may its intention to reinvest all or any portion of the Net Insurance/Condemnation Proceeds in assets used or useful in the business (other than cash or Cash Equivalents) of the Company or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Cash Insurance/Condemnation Proceeds in operating assets or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this clause (b)(vi) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 270 180 days orfollowing receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall any Eligible Reinvestment Proceeds have not been consummated (as certified by the Company in writing so reinvested prior to the Administrative Agent); expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and provided further, however, that any Net Cash other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(iclause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds. (iivii) If Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, available for any reason prepayment and/or as Cash Collateral under this Agreement pursuant to clause (b)(v) above shall first be applied in prepayment of outstanding Loans hereunder and, to the Total Outstandings at any time exceed extent the Aggregate Commitments at amount of such timeproceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Company Borrowers shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the use such remaining cash to collateralize any outstanding L/C Obligations (other than the L/C Borrowings) as provided in an aggregate amount equal to Section 2.16. Any such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, Cash Collateral shall be applied ratably provided to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably Issuers on a pro rata basis by reference to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining uncollateralized L/C Obligations in full (the sum of held by each such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableIssuer.

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05 (a), (b), (c), (d), (e) or (h)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) below), without a corresponding permanent reduction in Commitments; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to make any Permitted Acquisition so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i)) at the end of such 270 day period. (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any senior secured Indebtedness (other than senior secured Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 or the creation of any Permitted Securitization Program with a principal balance in excess of $25,000,000), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom (in the case of a Permitted Securitization Program, only to the amount in excess of $25,000,000) immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below), with a corresponding permanent reduction in Commitments. (iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below), without a corresponding permanent reduction in Commitments; provided, however, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such cash proceeds), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 270 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received, reinvest in other operating assets or make any Permitted Acquisition; and provided, further, however, that any cash proceeds not so applied shall be applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii) at the end of such 270 day period. (iv) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed the Aggregate Commitments at then in effect, then, within two Business Days after receipt of such timenotice, the Company Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or the Borrower shall Cash Collateralize the L/C Obligations (other than in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C BorrowingsObligations pursuant to this Section 2.05(b)(v) unless after the prepayment in an aggregate amount equal to such excessfull of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (iiiv) Prepayments of the Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, but only in the case of prepayments under clause (ii) above, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Facility required pursuant to clause (i), (ii) or (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and and, in the case of clause (ii) above, the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as in the Cash Collateral Account shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party or any of its Domestic Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale pursuant to Section 7.05(l) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiv) and (viii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrowers (as notified by the Company Lead Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the business of the Loan Parties so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, either (x) such purchase shall have been consummated or (y) a binding definitive agreement for such purchase shall have been entered into and such purchase shall have been consummated within 180 days after such binding definitive agreement, in each of cases (x) and (y) as certified by the Company Lead Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) [Intentionally Omitted]. (iii) Upon the incurrence or issuance by Holdings or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Domestic Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the receipt of such cash proceeds either (x) to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or to the acquisition of assets used or useful in the business of the Loan Parties or (y) enter into a binding definitive agreement for such replacement, repair or acquisition and such replacement, repair or acquisition shall have been completed within 180 days after such binding definitive agreement; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof (including, for the avoidance of doubt, the payment on the Maturity Date with respect to the Term Facility) in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (i), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $1,000,000, the Borrowers may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period the Borrowers may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrowers shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrowers and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, in either such case, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiviii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its business, and the Aggregate Commitments Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b2.06(b)(ii) and Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If any Loan Party the Company or any of its Restricted Subsidiaries (xA) Disposes of any property (other than any deemed Disposition referred to in a Disposition constituting Section 7.08(c)) or (B) suffers an Asset Sale Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds or Proceeds, the Borrower shall prepay (y) receives proceeds or, in the case of casualty insurance or condemnation awards (or payments in lieu thereofthe Incremental Term Facility, if any, offer to purchase at par), the Company shall prepay immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to be applied as prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth in clause (ii) below), exceeds $75,000,000; provided, howeverthat, the foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.04(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date receipt of such DispositionNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, such Loan Party the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided furtherprovided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.04(b)(i). (ii) Upon the incurrence or issuance by the Company or any of the Restricted Subsidiaries of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.15), the Borrower shall prepay an aggregate principal amount of Term A Loans and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the Term A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of a Significant Company, but subject to Section 2.04(b)(vii), the Incremental Term Facility, if any, and to the principal repayment of installments thereof on a pro‑rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (iv) Each prepayment of Loans pursuant to Section 2.04(b)(ii) shall be applied, first, to the Term A Facility and to the principal repayment of installments thereof on a pro‑rata basis and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.04(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Swingline Loans and or L/C Borrowings and/or or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Swingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) or (ii) of this Section 2.04(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swingline Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (vii) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make, in accordance with Section 2.04(b)(i), an offer to purchase at par the outstanding Incremental Term Loans, if any (a “Waivable Prepayment”), not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Incremental Term Loans of the amount of such Incremental Term Lender’s Applicable Percentage of such Waivable Prepayment and such Incremental Term Lender’s option to refuse such amount. Each such Incremental Term Lender may exercise such option to refuse such amount by giving written notice to the Company and the Administrative Agent of its election to do so on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date (it being understood that any Incremental Term Lender which does not notify the Company and the Administrative Agent of its election to exercise such option on or before 1:00 p.m., New York City time, on the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Incremental Term Loans held by such Lenders (which prepayment shall be applied to the scheduled installments of principal of the Incremental Term Loans as specified by the Incremental Term Supplement), and (ii) in an amount equal to that portion of the Waivable Prepayment that otherwise would have been payable to those Incremental 56 Term Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment shall be further applied to the scheduled installments of principal of the Term A Loans and Revolving Credit Loans in accordance with Section 2.04(b)(iv).

Mandatory. (i) If If, at any Loan Party time, the Total Outstandings at such time exceed the Maximum Revolving Credit, then, (A) to the extent that the Administrative Agent is exercising its rights to sweep cash under any Control Account, within one Business Day and (B) to the extent that the Administrative Agent is not exercising its rights to sweep cash under any Control Account, within three (3) Business Days, in either case, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of Total Outstandings as of such date of payment to an amount less than or equal to the Maximum Revolving Credit; provided, however, that, subject to the provisions of Section 2.04(h)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Maximum Revolving Credit above at such time. (ii) At any time following the occurrence and during the continuation of its Subsidiaries (x) Disposes a Liquidity Period, within one Business Day following the receipt of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds in respect of any Disposition of ABL Priority Collateral or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)any Net Insurance/Condemnation Proceeds constituting ABL Priority Collateral, the Company Borrowers shall prepay apply an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied or Net Insurance/Condemnation Proceeds, as set forth in clause (ii) below); providedapplicable, however, that, received with respect thereto to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at prepay the election outstanding principal amount of the Company (as notified by Loans and/or Cash Collateralize the Company outstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on or prior to the date of any such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party Disposition or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Insurance/Condemnation Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments of the Facilities made pursuant to this Section 2.05(b2.06(b), shall be applied, first, shall be applied ratably to the L/C Borrowings and the Swing Line LoansBorrowings, Swingline Loans or Protective Advances, second, shall be applied ratably to the outstanding Loans, and, Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations; and . (iv) In the case of prepayments of the Facilities required pursuant to clause (i) or (ii) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans Loans, outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrowers for use in the ordinary course of its their business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as in the L/C Cash Collateral Account shall be applied (without any further action by or notice to or from the Company Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party or any [Reserved]. (ii) Subject to clause (xii) of its Subsidiaries this Section 2.05(b), if (x) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any property in a or assets (other than any Disposition constituting an Asset Sale of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (o) or (p)), or (y) any Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay cause to be offered to be prepaid in accordance with clause (ix) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted Second Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Permitted Second Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds immediately upon receipt thereof by on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such Person (such prepayments to be applied as set forth in clause (ii) below)time; provided, howeverfurther, thatthat (A) the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with respect the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (iii) [Reserved]. (iv) Subject to clause (xii) of this Section 2.05(b), if the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (other than Indebtedness that is intended to constitute Credit Agreement Refinancing Indebtedness)), the Borrower shall cause to be offered to be prepaid in accordance with clause (ix) below an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent received therefrom on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio which is less than 3.50, eighteen five (185) months Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (iiv) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess[Reserved]. (iiivi) Prepayments made Except with respect to Loans incurred in connection with any Refinancing Amendment, Loan Extension Request or any Incremental Amendment, (A) each prepayment of Loans pursuant to this Section 2.05(b), first, ) shall be applied ratably to each Class of Loans then outstanding (provided that (i) any prepayment of Loans with the L/C Borrowings and the Swing Line Loans, second, Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied ratably solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans); (B) with respect to each Class of Loans, each prepayment pursuant to clauses (i) through (iv) of this Section 2.05(b) shall be applied to the outstanding Loans, and, third, scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; and (C) each such prepayment shall be used paid to Cash Collateralize the remaining L/C Obligations; and Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vii) The Borrower shall notify the amount remaining, if any, after Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the prepayment in full date of all L/C Borrowings and Loans outstanding at such time and prepayment. Each such notice shall specify the Cash Collateralization of the remaining L/C Obligations in full (the sum date of such prepayment amounts, cash collateralization amounts and remaining provide a reasonably detailed calculation of the amount being, collectively, of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the “Reduction Amount”) may be retained by contents of the Company for use in Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableprepayment.

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f) or (h) and other Dispositions resulting in a Disposition constituting an Asset Sale the realization by the Borrower and its Subsidiaries (including ELLC) of Net Cash Proceeds not in excess of $2,500,000 in the aggregate over the term of this Agreement for all such Dispositions) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within five Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iiiv) and (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in Section 2.05(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five Business Days after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided, however, that with a corresponding commitment reduction) respect to such proceeds, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i2.05(b)(iii). (iiiv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term Facility and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.05(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiivi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company Borrower for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) – (h), (j), (k), (l) or (n) which results in the realization by such Person of aggregate Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $15,000,000 in lieu thereof)any fiscal year, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), which results in the realization by such Person of aggregate Net Cash Proceeds in excess of $15,000,000 in any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may have 365 days after the receipt of such cash proceeds, to apply such proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that an amount equal to any cash proceeds not so applied within such 365 day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a). ​ (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Net Cash Proceeds attributable to Foreign Subsidiaries would be (x) prohibited by applicable local law (including as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries), (y) restricted by applicable material constituent documents or other material agreements, or (z) reasonably be expected to result in a Tax liability or otherwise result in adverse Tax cost consequences for the Borrower or any Subsidiaries, an amount equal to the portion of such Net Cash Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans pursuant to this Section 2.05.

Mandatory. (i) If any Loan Party the US Borrower or any of its Subsidiaries (x) Restricted Subsidiary Disposes of any property pursuant to Section 7.05(f),7.05(g) or 7.05(h) or any property that is not permitted to be Disposed of by the Loan Documents, in a each case, which Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (or if less, the Outstanding Amount of the Term Loans) immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company US Borrower (as notified by the Company US Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the US Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company US Borrower in writing to the Administrative Agent) (provided, that a binding commitment entered into within such 270 day period with respect to such purchase shall be treated as a permitted application of such Net Cash Proceeds so long as such Net Cash Proceeds shall have been applied to such purchase within 365 days after receipt of the relevant Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Each prepayment of Term Loans pursuant to Section 2.05(b)(i) shall be applied ratably to the Term Aggregate Commitments. (iii) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Revolving Credit Aggregate Commitments and (B) the Revolving Credit Availability Amount at such time, the Company Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant . The Administrative Agent may, at any time and from time to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, time after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum initial deposit of such prepayment amountsCash Collateral, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit request that has been Cash Collateralized, the funds held as additional Cash Collateral shall be applied (without any further action by or notice provided in order to or from protect against the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableresults of exchange rate fluctuations.

Mandatory. (i) If any Loan Party the Company or any of its Subsidiaries (x) Disposes of any property (including any Equity Interest in a Disposition constituting an Asset Sale any Person) in accordance with and permitted by Section 7.02(b), (d) or (f) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds including, for the avoidance of casualty insurance or condemnation awards (or payments in lieu thereofdoubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Company Borrower shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of such Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below). (ii) Upon the incurrence or issuance by the Company or any of its Subsidiaries of any unsecured Indebtedness and/or Indebtedness that is junior to the Indebtedness incurred hereunder, in each case pursuant to a capital markets transaction or any substitutions thereof, in each case after the Amendment No. 3 Closing Date, the Borrower shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below). (iii) Upon the issuance by the Company or any of its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any issuance of Capital Stock in connection with employee benefit arrangements), the Borrower shall prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to 100% of all Net Cash Proceeds received by the Company or such Subsidiary (such prepayments to be made and applied as set forth in clause (b)(iv) below). (iv) Any Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may be, that are or may be required to be applied in prepayment of the Loans and other Indebtedness pursuant to clauses (b)(i), (b)(ii) and (b)(iii) above and clause (b)(v) below shall be deposited immediately upon receipt in a blocked account opened with the Collateral Agent (provided that no such requirement shall apply unless such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds, when aggregated with all other such Net Cash Proceeds and/or Net Insurance/Condemnation Proceeds that are or may be required to be applied in prepayment, exceed $250,000, in which case all such proceeds shall be deposited in a blocked account) and applied within three (3) Business Days of receipt (or such later date with respect to the prepayment of the NPA Notes as set forth in the Note Purchase Agreements), in each case, to prepay or cash collateralize on a pro rata basis based on the Applicable Balances (a) Loans outstanding hereunder, (b) Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Credit Agreement, (c) Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement, and (d) certain outstanding amounts owing under the NPA Notes, it being agreed and understood that (x) any portion of such proceeds offered to, but declined by, the holders of the NPA Notes (after giving effect to all offers of such proceeds to the other holders of the NPA Notes) shall be used to prepay and, as applicable, cash collateralize Loans under this Agreement, Indebtedness and letters of credit outstanding under the Existing 2013 Revolving Loan Credit Agreement and Indebtedness and letters of credit outstanding under the Existing 2015 Revolving Credit Agreement on a pro rata basis based on the Applicable Balances thereof and (y) any portion of such proceeds allocated to lenders under the Existing 2013 Revolving Credit Agreement or to lenders under the Existing 2015 Revolving Credit Agreement which exceeds the Applicable Outstandings (under and as defined in the Existing 2013 Revolving Credit Agreement and the Existing 2015 Revolving Credit Agreement, respectively) as of the Relevant Completion Date, shall be used to prepay Indebtedness outstanding under the other Transaction Facilities on a pro rata basis based on the Applicable Balances thereof. The portion of any such Net Cash Proceeds allocated to a mandatory offer of prepayment to the holders of the NPA Notes and held in such blocked account with the Collateral Agent pending any such prepayment of the NPA Notes is referred to herein as the “Prepayment Proceeds (NPA Notes) Cash”. (v) If the Company or any of its Subsidiaries receives any Net Insurance/Condemnation Proceeds (other than Excluded Insurance/Condemnation Proceeds), the Borrowers shall prepay an aggregate principal amount of Loans and other Indebtedness equal to 100% of such Net Insurance/Condemnation Proceeds immediately upon receipt thereof by such Person (such prepayments to be made and applied as set forth in clause (iib)(iv) belowabove); provided, however, provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)if, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date any such prepayment is required to be made, the Company notifies the Administrative Agent of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may its intention to reinvest all or any portion of the Net Insurance/Condemnation Proceeds in assets used or useful in the business (other than cash or Cash Equivalents) of the Company or any of its Subsidiaries up to a maximum of $25,000,000 in respect of each individual event or claim giving rise to Net Insurance/Condemnation Proceeds (such Net Cash Insurance/Condemnation Proceeds in operating assets or portion thereof, the “Eligible Reinvestment Proceeds”), then so long as (a) no Default or Event of Default has occurred and is continuing and (b) such Eligible Reinvestment Proceeds are held in a blocked account opened with the Collateral Agent until such time as they are reinvested, the Borrowers shall not be required to make a mandatory prepayment under this clause (b)(v) in respect of such Eligible Reinvestment Proceeds to the extent such Eligible Reinvestment Proceeds are so reinvested within 270 180 days orfollowing receipt thereof, or if the Company or any of its Subsidiaries has committed to so reinvest such Eligible Reinvestment Proceeds during such 180-day period and such Eligible Reinvestment Proceeds are so reinvested within 90 days after the expiration of such 180-day period; provided further that, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall any Eligible Reinvestment Proceeds have not been consummated (as certified by the Company in writing so reinvested prior to the Administrative Agent); expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and provided further, however, that any Net Cash other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(iclause (b)(v) above (without regard to the immediately preceding proviso). The Collateral Agent shall promptly release any such Eligible Reinvestment Proceeds on deposit in such blocked account upon request by the Company for the purpose of making such reinvestments as contemplated herein; provided that any such request by the Company is accompanied by a certificate, signed by a Responsible Officer, describing, in reasonable detail, the proposed use of such Eligible Reinvestment Proceeds. (iivi) If for any reason Upon consummation of the Total Outstandings at any time exceed Hydra Transaction, (A) the Aggregate Commitments at such time, the Company shall immediately prepay unpaid principal amount of all outstanding Loans, Swing Line Loans all interest and L/C Borrowings and/or Cash Collateralize other amounts owing or payable under the L/C Loan Documents and all other Obligations (other than the L/C Borrowingscontingent indemnification obligations for which no claim has been made) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b)shall automatically become due and payable, first, and shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment immediately repaid in full in cash and (B) the commitment of all L/C Borrowings and each Lender to make Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicableterminated.

Mandatory. (ia) [reserved]. (A) If any Loan Party or any of its Subsidiaries (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(f) or (j) (or in a Disposition constituting an Asset Sale not permitted by this Agreement) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to repay, redeem or repurchase Indebtedness (other than revolving Indebtedness) that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations pursuant to the terms of the documentation governing or evidencing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds immediately upon receipt thereof by on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of 95 the Term Loans and Other Applicable Indebtedness at such Person (time; provided that the portion of such prepayments Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be applied as set forth allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in clause (iiaccordance with the terms hereof) below)to the prepayment of the Term Loans and to the repurchase, redemption 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)(ii)(A) shall be reduced accordingly; provided, howeverfurther, thatthat to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, redeemed or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to the applicable date that prepayment of Term Loans would have otherwise been required pursuant to this Section 2.05(b)(ii)(A), given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B). (B) With respect to any Net Cash Proceeds realized under a or received with respect to any Disposition described in this (other than any Disposition specifically excluded from the application of Section 2.05(b)(i2.05(b)(ii)(A)) or any Casualty Event, at the election option of the Company (as notified by Borrower, the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary Borrower may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as useful for its or any of its Restricted Subsidiary’s business (x) within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen twelve (1812) months after the following receipt of such Net Cash Proceeds, Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment within twelve (with a corresponding commitment reduction12) of the Loans as set forth in this Section 2.05(b)(i). months following receipt thereof, within one hundred and eighty (ii180) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at days after such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.twelve

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) through (f)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 10075% of such Net Cash Proceeds immediately upon within one (1) Business Day after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); provided, further, however, that if the Borrower shall notify the Administrative Agent on or prior to the date 180 days after receipt of such Net Cash Proceeds that the Borrower (directly or indirectly through one of its Subsidiaries) intends and provided expects to reinvest all or a specified portion of such Net Cash Proceeds in operating assets useful in its or one of its Subsidiaries’ businesses after such 180th day but within 360 days after receipt of such Net Cash Proceeds, then such period of time to consummate such purchase shall be extended to such 360th day; and provided, further, however, that any such Net Cash Proceeds not subject to such definitive agreement or so reinvested within any such designated time period shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 50% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided that for this clause (ii), no amounts received by the Borrower from (x) the issuance of stock to any employee stock purchase plan in effect on the date of this Agreement or (y) the exercise of stock options on the Borrower’s common stock, shall give rise to a mandatory prepayment obligation. (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below. (iv) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day after receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the principal repayment installments thereof in inverse order of maturity. (vi) Notwithstanding any of the other provisions of clause (i), (ii), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), and no Event of Default, shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term Loans on such date is less than or equal to $1,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Term Loans exceeds $1,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01 (a) or Section 8.01(f), or any Event of Default, during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If The Company shall, as soon as practicable (and in any Loan Party event within five Business Days after receipt thereof), prepay Advances owing by the Company in an amount equal to 100% of the Net Cash Proceeds actually received by the Company or any of its Subsidiaries during the period commencing on the Amendment No. 5 Effective Date until (but excluding) the Covenant Relief Period Termination Date from any sale or other (ii) Each prepayment made pursuant to this Section 2.10(b) shall be applied to the Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds or to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) receives proceeds in the case of casualty insurance or condemnation awards (or 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in lieu thereof), the Company shall prepay an aggregate principal amount direct order of Loans equal maturity. Each prepayment made pursuant to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior 2.10(b) shall be made together with any interest accrued to the date of such Disposition)prepayment on the principal amounts prepaid and, and so long as no Default shall have occurred and be continuingin the case of any prepayment of a Term Benchmark Rate Advance on a date other than the last day of an Interest Period or at its maturity, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, additional amounts which the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize be obligated to reimburse to the L/C Obligations (other than the L/C Borrowings) Lenders in an aggregate amount equal respect thereof pursuant to such excessSection 9.04(c). (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to The Company will notify the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization Administrative Agent of the remaining L/C Obligations in full (the sum receipt of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan PartySubsidiary of any Net Cash Proceeds required to be prepaid pursuant to Section 2.10(b)(i) to reimburse and the L/C Issuer or the Lenders, as applicableAdministrative Agent will promptly notify each Lender of its receipt of such notice.

Mandatory. Subject to Section 2.07(fg), (i) If if any Loan Party or any of its Subsidiaries disposes of any property (other than (x) Disposes any Disposition of any property permitted by Section 7.05 (other than clause (d) and (f) thereof) and (y) any Asbestos Insurance Settlement so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in a Disposition constituting an Asset Sale which respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization by such Person the Loan Parties and their respective Subsidiaries of Net Cash Proceeds or in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofexcluding any portion thereof that is reinvested as provided below), the Company Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon (to the extent in excess of $50,000,000 in such Fiscal Year) within three Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (iivi) below); provided, however, that, with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)realized, at the election of either the Company US Borrower or the European Borrower (as notified by the Company such Borrower to the Administrative Agent on or prior to the date of such Dispositiondisposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as as, within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by or, if the Company in writing to Parent or its Subsidiaries have entered into binding contractual commitments for reinvestment within such 12-month period, not so reinvested within 18 months following the Administrative Agentdate of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately applied subject to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iii) Prepayments made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of consummates any property in a Disposition constituting an Asset Sale or Asset Swap (to the extent cash proceeds are received) which in the aggregate results in the realization by the Borrower or such Person Restricted Subsidiary of Net Cash Asset Sale Proceeds (determined as of the date of such Asset Sale or (y) receives proceeds of casualty insurance Asset Swap, whether or condemnation awards (not such Net Asset Sale Proceeds are then received by the Borrower or payments in lieu thereofsuch Restricted Subsidiary), the Company Borrower shall apply all Net Asset Sale Proceeds received pursuant to Section 7.5 and all other Net Asset Sale Proceeds other than Excluded Proceeds, in each case, to the extent not previously applied in such Fiscal Year to offer to make mandatory prepayments of Term Loans, if any, under this clause (b)(i) (it being understood that Net Asset Sale Proceeds subject to this clause (b)(i) applied in such Fiscal Year to make prepayments of Term Loans, if any, prior to receipt of such Net Asset Sale Proceeds other than Excluded Proceeds shall be deemed to have been made as a mandatory prepayment under this clause (b)(i)), within three Business Days after the date of receipt thereof by the Borrower or such Restricted Subsidiary subject to the provisions of Section 2.4(b)(iv), as follows: (A) to the extent such Net Asset Sale Proceeds are not OPH Asset Sale Proceeds, to prepay Loans and, subject to Section 9.3, if an aggregate principal Event of Default has then occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as provided in Section 2.4(b)(iii) and (iv) below), in an amount of Loans equal to 100% of such Net Cash Asset Sale Proceeds immediately upon receipt thereof received; and (B) to the extent such Net Asset Sale Proceeds are OPH Asset Sale Proceeds and to the extent such Net Asset Sale Proceeds are not required by such Person (such prepayments the terms of the OPH Note Indenture to be applied offered to any holder of any OPH Note or otherwise used to repurchase or prepay any OPH Notes or such offer is rejected and to the extent the OPH Note Indenture does not prohibit the distribution of such Net Asset Sale Proceeds to the Borrower, to prepay Loans and, subject to Section 9.3, if an Event of Default has occurred and is continuing, to refund the Pre-Funded L/C Deposits and reduce the Pre-Funded L/C Commitments (in each case, determined as set forth provided in clause Section 2.4(b)(iii) and (iiiv) below), in an amount equal to 100% of such Net Asset Sale Proceeds received; provided, however, that, that with respect to any such Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)Asset Sale Proceeds, (1) if the Borrower intends to reinvest the Net Asset Sale Proceeds, at defease the election PEDFA Debt or purchase of the Company (as notified by the Company 6.75% Secured Senior Notes in accordance with this proviso, it shall deliver written notice of such intention to the Administrative Agent on or prior to the second Business Day immediately following the date of on which Borrower receives such Disposition)Net Asset Sale Proceeds, (2) if the Borrower shall have delivered such notice, (x) the Net Asset Sale Proceeds may be reinvested, and in all cases the Borrower shall not be required to prepay the Term Loans, if any, as provided above, so long as (a) such reinvestment is to purchase other assets (other than current assets) which are to be utilized in the business of the Borrower and its Restricted Subsidiaries or to make a capital expenditure, (b) such reinvestment is consummated or irrevocably committed to be consummated within 365 days after the receipt of such Net Asset Sale Proceeds and (c) no Event of Default shall have occurred and be continuing on the date such notice is delivered, (y) the Net Asset Sale Proceeds may be used to repay, repurchase or defease the PEDFA Debt so long as (a) such defeasance is consummated or irrevocably committed to be consummated within six months after the receipt of such Net Asset Sale Proceeds and (b) no Default shall have occurred and be continuingcontinuing on the date such notice is delivered or (z) the Net Asset Sale Proceeds may be used to prepay, such Loan Party repurchase or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets defease the 6.75% Secured Senior Notes so long as (a) such prepayment is consummated or irrevocably committed to be consummated within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) six months after the receipt of such Net Cash Proceeds, such purchase Asset Sale Proceeds and (b) no Default shall have been consummated occurred and be continuing on the date such notice is delivered, (3) if the Borrower shall not have reinvested the Net Asset Sale Proceeds within such 365 day period or utilized such Net Asset Sale Proceeds to defease the PEDFA Debt or prepay, repurchase or defease the 6.75% Secured Senior Notes within such six month period, as certified the case may be, the Borrower shall by the Company last day of such period (or, if such day shall not be a Business Day, the immediately succeeding Business Day) prepay the Term Loans as set forth above in writing an amount equal to the Administrative Agent); and provided further, however, that any Net Cash Asset Sale Proceeds not so reinvested shall or utilized. In addition, in the event any such Net Asset Sale Proceeds described in the foregoing clauses (b)(i)(A) and (B) are required by the terms of the OPH Note Agreement to be immediately applied and are offered to any holder of an OPH Note but are not accepted by such holder to whom they are required by the terms of the OPH Note Indenture to be offered, and are permitted in accordance with the OPH Note Indenture to be distributed to the Borrower (such Net Asset Sale Proceeds being referred to herein as “Available Proceeds”), then promptly, but in any event no later than three (3) Business Days after the last day for, in each case, such holder of any OPH Note to accept the repurchase or prepayment offer, the Borrower shall prepay Loans in accordance with sub-clause (with a corresponding commitment reductionB) above (subject to the exceptions contained in the proviso to clause (B)), in an amount equal to 100% of the Loans as set forth in this Section 2.05(b)(i)such Available Proceeds. (ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess; provided, that the Borrower shall not be required to Cash Collateralize the Revolving L/C Obligations pursuant to this clause (b)(ii) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (iii) If the Pre-Funded L/C Obligations at any time exceed the aggregate amount of the Pre-Funded L/C Deposits at such time, (x) to the Company extent that any unutilized Revolving Credit Commitments then exist and such excess is caused by an automatic increase in the amount of a Pre-Funded Letter of Credit in accordance with the terms thereof, such excess amount shall be deemed to be new Revolving Letters of Credit issued under the Revolving Credit Facility without regard to whether the conditions set forth in Section 4.1 are deemed satisfied and (y) otherwise (including to the extent such excess amount is not deemed to be new Revolving Letters of Credit issued under the Revolving Credit Facility), the Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the Pre-Funded L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiiv) Prepayments made Each prepayment of Loans, refund of Pre-Funded L/C Deposits and reduction of the Pre-Funded L/C Commitments pursuant to clause (i) of this Section 2.05(b), first, clause (b) shall be applied ratably to the L/C Borrowings and the Swing Line Term Loans, secondif any, of the Term Lenders that accept the same, which prepayment offers any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in a manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.4(b), to decline all (but not a portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment (with such Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). All such accepted offers to prepay Term Loans, if any, shall be applied ratably on a pro rata basis to the outstanding Loansremaining scheduled installments of principal due in respect thereof, andand subject to Section 9.3, thirdif an Event of Default has occurred and is continuing, shall be used to Cash Collateralize refund the remaining Pre-Funded L/C Obligations; Deposits and reduce the amount remaining, if any, after the prepayment in full of all Pre-Funded L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of Commitments. Thereafter, the remaining L/C Obligations in full (Declined Proceeds shall be applied to reduce the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use Revolving Credit Loans in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as manner set forth in Section 2.06(bclause (b)(v). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) – (h), (j), (k) or (l)) which results in the realization by such Person of aggregate Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $15,000,000 in lieu thereof)any fiscal year, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may have 365 days after the receipt of such cash proceeds, to apply such proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any cash proceeds not so applied within such 365 day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four scheduled principal repayment installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) If any Loan Party the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a) – (h), (j), (k) or, (l) or (n) which results in the realization by such Person of aggregate Net Cash Proceeds or (y) receives proceeds in excess of casualty insurance or condemnation awards (or payments $15,000,000 in lieu thereof)any fiscal year, the Company Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clause (iiiii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuingcontinuing or would result therefrom, such Loan Party the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 365 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase reinvestment shall have been consummated or the Borrower or such Restricted Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that an amount equal to any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Term Loans as set forth in this Section 2.05(b)(i). (ii) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.05(b), which results in the realization by such Person of aggregate Net Cash Proceeds in excess of $15,000,000 in any Fiscal Year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days after the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or such Restricted Subsidiary may have 365 days after the receipt of such cash proceeds, to apply such proceeds to replace, rebuild, restore or repair the property in respect of which such Net Cash Proceeds were received; and provided, further, however, that an amount equal to any cash proceeds not so applied within such 365 day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the next four scheduled principal repayment ​ ​ ​ ​ -60- ​ ​ ​ installments thereof in order of maturity, and, second, pro rata, to the remaining amortization installments pursuant to Section 2.07(a). (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iiiv) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. (vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Net Cash Proceeds attributable to Foreign Subsidiaries would be (x) prohibited by applicable local law (including as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries), (y) restricted by applicable material constituent documents or other material agreements, or (z) reasonably be expected to result in a Tax liability or otherwise result in adverse Tax cost consequences for the Borrower or any Subsidiaries, an amount equal to the portion of such Net Cash Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans pursuant to this Section 2.05.

Mandatory. (i) If any Loan Party the Borrower or any of its Subsidiaries (x) Disposes of any property in a (other than any Disposition constituting an Asset Sale of any property permitted by Section 7.05(a), or (b)) which results in the realization by such Person of Net Cash Proceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof)Proceeds, the Company Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately within five (5) Business Days upon receipt thereof by such Person (such prepayments to be applied as set forth in clause clauses (iivi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i2.05(b)(ii), such Net Cash Proceeds will be deposited in an account of a Loan Party with the Administrative Agent and, at the election of the Company Borrower (as notified by the Company Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, such Loan Party the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 180 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i2.05(b)(ii). (ii) If for Upon the sale or issuance by the Borrower or any reason the Total Outstandings at of its Subsidiaries of any time exceed the Aggregate Commitments at such time, the Company shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations of its Equity Interests (other than the L/C Borrowings) in issuance of common stock upon the exercise of stock options held by employees and directors of the Borrower), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such excessSubsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). (iii) Prepayments made Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below). (iv) Upon any Extraordinary Receipt above an aggregate amount of $1,500,000 during any fiscal year, received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), first, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within five (5) Business Days upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.06(b2.05(b)(v). Upon . (v) Each prepayment of Loans pursuant to the drawing foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term Facility and the Amortizing Revolver Borrowings and to the principal repayment installments thereof in inverse order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b). (vi) If as of the last day of any Letter fiscal quarter the aggregate outstanding principal amount of the Revolving Credit that has been Cash CollateralizedLoans, excluding the aggregate outstanding principal amount of the Amortizing Revolver Borrowings, exceeds the Borrower’s Working Capital, the funds held Borrower will within five (5) Business Days repay the Revolving Credit Notes, without penalty or premium (other than the amounts due under Section 2.4 or Section 2.5, if applicable), in an amount necessary to cause the outstanding principal amount of the Revolving Credit Loans, excluding the aggregate outstanding principal amount of the Amortizing Revolver Borrowings, not to exceed the Borrower’s Working Capital as Cash Collateral shall be applied (without any further action by or notice to or from of the Company or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicablelast day of such fiscal quarter.

Mandatory. (i) If any Loan Party Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries (x) Disposes of any property in a Disposition constituting an Asset Sale which results in the realization by such Person of Net Cash Proceeds Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereofexcept Credit Agreement Refinancing Indebtedness)), the Company Borrower shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Loans Pro Rata Obligations equal to 100% of the gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Net Cash Proceeds immediately upon Indebtedness less all reasonable and customary out-of-pocket legal, underwriting and other fees, costs and expenses incurred or reasonably anticipated to be incurred within 90 days thereof in connection therewith, within one Business Day following receipt thereof by the Borrower or such Person Restricted Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in clause clauses (iiiii) and (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days or, if the Consolidated Leverage Ratio is less than 3.50, eighteen (18) months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment (with a corresponding commitment reduction) of the Loans as set forth in this Section 2.05(b)(i). (ii) [reserved]; (iii) Subject to the next sentence, each prepayment (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.05(b) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated pro rata as among the Term Loans and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby and to scheduled amortization payments in direct order of maturity), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (v) of this Section 2.05(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Joinder Agreement (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Joinder Agreement), each prepayment pursuant to this Section 2.05(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments at such timetime (including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with respect thereto), the Company Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such excesstime, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of L/C Obligations to the Letter of Credit Sublimit. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the Swing Line Sublimit at such time, the Borrower shall immediately prepay Swing Line Loans in an aggregate amount sufficient to reduce the Outstanding Amount of Swing Line Loans to the Swing Line Sublimit. (iiiv) Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding LoansRevolving Credit Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Company for use in the ordinary course of its business, and the Aggregate Commitments shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Company Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding Revolving Credit Loans. Amounts to be applied pursuant to this Section 2.05(b) to the mandatory prepayment of Term Loans and Revolving Credit Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any amounts remaining after such application shall be applied as directed by the Borrower to prepay Eurodollar Rate Loans, RFR Loans or CDOR Rate Loans. (vi) In the event that there are any Term Loans outstanding, each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to any mandatory prepayment provisions relating to asset sale proceeds, excess cash flow, insurance proceeds or condemnation proceeds set forth in any Joinder Agreement pursuant to which any Incremental Term Loan Commitments are established or any Incremental Term Loans are made), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one (1) Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans.