Common use of Mandatory Clause in Contracts

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;

Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results case of each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term Loans pursuant to Section 2.01(a)(i) of the Existing Credit Agreement, (ii) in the realization or receipt by any Restricted Company case of Net Cash Proceedseach Tranche B Term Loan Lender, upon the Borrower shall cause making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to be prepaid on or prior to the date which is five Business Days after the date Section 2.01 of the realization or receipt Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such Net Cash Proceeds an aggregate principal amount of Initial Tranche C Term Loan Lender’s Tranche C Term Loans pursuant to Section 2.01(a)(iii) of the Existing Credit Agreement and (iv) in an amount equal to 100% the case of all Net Cash Proceeds received (each Delayed Draw Term Loan Lender, upon the “Applicable Asset Sale Proceeds”); provided that earlier of (x) no the making of such prepayment shall be required Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to this Section 2.06(b)(i)(A2.01(a)(iv) if, on or prior to such date, of the Borrower shall have given written notice to Existing Credit Agreement in the Administrative Agent full aggregate amount of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) Delayed Draw Term Loan Commitment and (y) if at the time that Delayed Draw Term Loan Commitment Termination Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facilities. On the date any such prepayment would be required, the Borrower of Revolving Credit Loans of any Class 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 be made pursuant to Section 2.05(b)(vii), the terms Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness prepayment required to be offered to be so repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;made.

Mandatory. (i) If any Loan Party or any of its Subsidiaries (Ax) If (1) Disposes of any Prepayment property in a Disposition constituting an Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds or (y) receives proceeds of casualty insurance or condemnation awards (or payments in lieu thereof), the Borrower Company shall cause 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 prepaid 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 which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”Disposition); provided that (x) , and so long as no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower Default shall have given written notice to the Administrative Agent of its intention to occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Boperating 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 (y) if at the time 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 prepayment would be requiredtime, the Borrower is required 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 offer such excess. (iii) Prepayments made pursuant to repurchase any Indebtedness 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 that is secured by a Lien on and the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms Cash Collateralization of the documentation governing such Indebtedness with remaining L/C Obligations in full (the Net Cash Proceeds sum of such Disposition or Casualty Event (such Indebtedness required to prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be offered to be so repurchased, “Other Applicable Indebtedness”), then retained by the Borrower, at Company for use in the ordinary course of 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 thereofbusiness, and the remaining amount, if any, of such Net Cash Proceeds Aggregate Commitments shall be allocated to automatically and permanently reduced by the Initial Term Loans Reduction Amount as set forth in accordance with Section 2.06(b). Upon the terms hereof to drawing of any Letter of Credit that has been Cash Collateralized, the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) funds held as Cash Collateral shall be reduced accordingly and applied (ywithout any further action by or notice to or from the Company or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidLenders, 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;as applicable.

Mandatory. (i) (AIf any Loan Party or any of its Domestic Subsidiaries Disposes of any property pursuant to Section 7.05(l) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower Borrowers shall cause 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 Person (such prepayments to be prepaid applied as set forth in clauses (v) and (viii) below); provided, however, that, at the election of the Borrowers (as notified by the Lead Borrower to the Administrative Agent on or prior to the date which is five Business Days 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 assets used or useful in the business of the Loan Parties so long as within 365 days after the date of the realization or 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 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 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 Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 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) no to replace or repair the equipment, fixed assets or real property in respect of which such prepayment 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 Revolving Credit Facility at such time, in either such case, the 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. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b)(i)(A2.05(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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (iii) if, on or prior to such date(iv) of this Section 2.05(b), the Borrower amount remaining, if any, after the prepayment in full of all L/C 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 Borrowers for use in the ordinary course of its business, and the Revolving Credit Facility shall have given written be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(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 Administrative Agent 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 intention Subsidiaries on a consolidated basis, an amount equal to reinvest all or a the portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would so affected will not be required, the Borrower is required to offer be applied to repurchase any Indebtedness outstanding at repay the Loans but only so long as the repatriation of 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 amount of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required would result in material adverse tax consequences to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at Holdings and its election, may apply the Applicable Asset Sale Proceeds Subsidiaries 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;consolidated basis.

Mandatory. So long as (i) (A) If (1) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any Prepayment Asset Sale occurs loans thereunder or (2ii) the loans and any Casualty Event occursaccrued interest, which fees and other obligations under the Bridge Facilities have been paid in full, in the aggregate results in event that the realization Borrower or receipt by any Restricted Company of its Subsidiaries receives any Net Cash ProceedsProceeds arising from any Debt Issuance, then the Borrower shall cause to be prepaid on or prior to prepay the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans hereunder in an amount equal to 100% of all such Net Cash Proceeds received not later than five (5) Business Days following the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall have given written notice to promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, receipt by the Borrower is required to offer to repurchase or 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 repurchasedSubsidiary, “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 anyas applicable, of such Net Cash Proceeds and such notice shall be allocated to accompanied by a reasonably detailed calculation of the Initial Term Net Cash Proceeds. Each prepayment of Loans in accordance with the terms hereof under this clause (b) shall be applied to the prepayment in full of the Initial Term Loans aggregate principal amount and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) any accrued but unpaid interest with respect 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 364-Day Tranche Loans before being applied to prepay the Term aggregate principal amount and any accrued but unpaid interest with respect to the 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 accordance with the terms hereof;case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. (i) If Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) If (1) any Prepayment Asset Sale occurs or (2g)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition), and so long as no Default shall have occurred and be continuing, 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, in each case, within 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the 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 this Section 2.05(b)(ii). (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 7.03), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount 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 (vi) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the “Applicable Asset Sale Proceeds”account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (i) or (ii) of this Section 2.05(b), in 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 as set forth in clauses (vi) and (ix) below); provided provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required pursuant or indemnity payments, at the election of the Borrower (as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower shall have given written notice to or such Subsidiary may apply within 180 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) respect of which such cash proceeds were received; 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 repurchased, “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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to as set forth in this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;2.05(b)(v).

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or In case of receipt by any Restricted Company Loan Party or any of its Subsidiaries (other than any Non-Recourse Subsidiary or Immaterial Subsidiary) of any Net Cash Disposition Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days within thirty (30) days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Disposition Proceeds”); provided that (x) no , such prepayment Loan Party shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given deliver a written notice to the Administrative Agent of its intention to reinvest all confirming whether it will, or will cause such Subsidiary to: (A) apply such Net Disposition Proceeds within a portion twelve (12) month period after the receipt of such Net Cash Disposition Proceeds to prepay the Loans, or repurchase, repay, redeem or prepay Indebtedness of any Loan Party or any Subsidiary thereof, 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 Section 2.06(b)(i)(Bthe foregoing within the period referred to herein; or (B) and invest such Net Disposition Proceeds within a twelve (y) if at 12)-month period after 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 repurchased, “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 any, 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 be allocated to (and the Initial Term Loans Loan Parties shall cause such Subsidiaries to) apply such Net Disposition Proceeds in accordance with the terms hereof 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 Loan Party shall, or shall cause such Subsidiary to, prepay the Loans, or repurchase, repay, redeem or prepay Indebtedness of such Loan Party or such Subsidiary (and, to the prepayment extent provided herein, Cash Collateralize L/C Obligations), at the election of such Loan Party or such Subsidiary, on the fifth (5th) Business Day succeeding the day of receipt of such Net Debt Incurrence Proceeds by such Loan Party or such Subsidiary, in an amount equal to such Net Debt Incurrence Proceeds. Prepayments of the Initial Term Loans made pursuant to this clause (ii) shall be applied in accordance with Section 2.04(b)(iv). (iii) If for any reason the Total Outstandings at any time exceed the Facility at such time, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (iv) Prepayments made pursuant to Section 2.04(b) shall be applied, first, 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 first to the following clause second (and shall not be applied to clause first)), second, to the L/C Borrowings, third, ratably to the outstanding Loans and New Loans held by all Lenders and New Lenders, respectively, in accordance with their Applicable Percentages, and, fourth, to Cash Collateralize the amount remaining L/C Obligations. Upon the drawing of prepayment any Letter of Credit that has been Cash Collateralized, the Initial Term Loans that would have otherwise been required funds held as Cash Collateral shall be applied (without any further action by or notice to or from the 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 2.05(b)(i) shall be reduced accordingly and (y2.04(b) to the extent the holders mandatory prepayment of Other Applicable Indebtedness decline New Loans, Refinancing Loans and Loans shall be applied, as applicable, first to have reduce outstanding Base Rate Loans and any amounts remaining after such indebtedness repurchased or prepaid, the declined amount application 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;Eurodollar Rate Loans.

Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) If Disposes of any property (1other than any deemed Disposition referred to in Section 7.08(c)) any Prepayment Asset Sale occurs or (2B) any Casualty suffers an Event occursof Loss, in each case, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower Company shall cause prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to be prepaid 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(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 five Business Days after the date of the realization or receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such 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 of the Loans as set forth in this Section 2.04(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 Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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); provided that ) 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 (xvii) 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 Revolving Credit Facility at such time, the Company shall immediately prepay 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. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b)(i)(A2.04(b), first, shall be applied ratably to the L/C Borrowings, 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) if, on or prior to such date(ii) of this Section 2.04(b), the Borrower shall have given written notice to amount remaining, if any, after the Administrative Agent prepayment in full of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) L/C Borrowings and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness Revolving Credit Loans outstanding at such time that is secured by a Lien on and the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms Cash Collateralization of the documentation governing such Indebtedness with remaining L/C Obligations in full (the Net Cash Proceeds sum of such Disposition or Casualty Event (such Indebtedness required to prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be offered to be so repurchasedretained by the Company for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, “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 funds held as 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 any, of such Net Cash Proceeds Collateral shall be allocated applied (without any further action by or notice to or from the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (yCompany or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (i) 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) If the date of the Disposition of the Corporate Headquarters, (1B) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or date of receipt by any Restricted Company Loan Party of Net Cash ProceedsProceeds from an Involuntary Disposition of the Corporate Headquarters in an aggregate amount in excess of $5,000,000 to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within eighteen (18) months of the date of such Involuntary Disposition (it being understood that any such Net Cash Proceeds not so reinvested shall be deemed to have been received on the Business Day immediately 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 Lender electing to grant a Mortgage (subject to Permitted Liens) in the Corporate Headquarters in favor of the 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)(C) so long as the Borrower shall cause to be prepaid have, on or prior to the date which that is five Business Days ninety (90) days (or such extended period of time as agreed to by the Lender in its reasonable discretion) after the date 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 realization 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 receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal are received, as applicable, whether prior to 100% of all Net Cash Proceeds received (or after the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required 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 after giving effect to any reduction or termination of the Revolving Facility under this Section 2.06(b)(i)(A) if, on or prior to such date2.05, the Borrower shall have given written notice to Letter of Credit Sublimit exceeds the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 Revolving Facility at such time) and , the remaining Net Cash Proceeds so received to Letter of Credit Sublimit, as the prepayment of such Other Applicable Indebtedness; providedcase may be, 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 be automatically reduced by 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;excess.

Mandatory. (i) Within five (A5) 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 Disposes of any property (1other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) any Prepayment Asset Sale occurs or (27.05(c)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), 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 which is five Business Days 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 365 days after the date of the realization or receipt of such Net Cash Proceeds (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 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 of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required or indemnity payments, at the election of the Borrower (pursuant to this Section 2.06(b)(i)(A) if, a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, the Borrower condemnation awards or indemnity payments), and so long as no Default shall have given written notice to occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) and respect of which such cash proceeds were received (y) or within 545 days if at the time that any applicable Loan Party has entered into a binding contract to repair, replace or restore such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at property or make 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 reinvestment within 365 days of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”receipt), 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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial 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 Revolving Credit Facility at such time, the 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 of prepayment equal to such excess. (vii) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (yi), (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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. 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 Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (ia) Within five (A5) If (1Business Days after financial statements have been delivered pursuant to Section 6.01(1) any Prepayment Asset Sale occurs or (2) any Casualty Event occursand the related Compliance Certificate has been delivered pursuant to Section 6.02(1), which in commencing with the aggregate results in delivery of financial statements for the realization or receipt by any Restricted Company of Net Cash Proceedsfiscal year ended December 31, 2020, the Borrower shall shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds prepaid, an aggregate principal amount of Initial 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 100% the cash amount actually paid in respect of all Net 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 Proceeds received 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 “Applicable Asset Sale Proceeds”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 (xw) no such a prepayment shall be required of Term Loans pursuant to this Section 2.06(b)(i)(A2.05(2)(a) ifin 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, on (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 prior 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 date, the Borrower shall have given written notice to the Administrative Agent prepayment at a rate of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B50%) 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 offer to repurchase any Discharge Other Applicable 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 Other Applicable ECF 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 repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Applicable Asset Sale Proceeds 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) and the remaining Net Cash Proceeds so received to the prepayment of such the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness; provided, further, 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 (x) provided that the portion of the Applicable Asset Sale Proceeds (but not the other Net such Excess Cash Proceeds received) Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Asset Sale Proceeds ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, thereof and the remaining amount, if any, of such Net portion of Excess Cash Proceeds Flow shall be allocated to the Initial Term Loans to the extent required in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and 2.05(2)(a)); and (yB) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such indebtedness Indebtedness repurchased or prepaidprepaid 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 hereof;of this Section 2.05(2)(a). (i) If (I) the Borrower or any Restricted Subsidiary makes an Asset Sale or (II) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall 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 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 (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 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 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 received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (I) eighteen (18) months following receipt of such Net Proceeds 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 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 made no earlier than the 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); provided further that if any Net 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 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 of the Term Loans as set forth in this Section 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 aggregate Outstanding Amount of Revolving Loans, Swing Line Loans and L/C 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 in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations

Mandatory. (i) (A) If (1) Upon any Prepayment Asset Sale occurs Extraordinary Receipt received by or (2) paid to or for the account of the Borrower or any Casualty Event occursof its Subject Subsidiaries in respect of its property or assets, which in after the aggregate results in the realization or receipt by any Restricted Company first $20,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 therefrom within ten (10) three Business Days after the date of receipt thereof by the Borrower or such rejectionSubsidiary subject to the provisions of Section 2.05(b)(iv); 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 intention to the Administrative Agent on or 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 thereof may be reinvested so long as within 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 restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent 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); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. (ii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied, first, ratably to the Term A Facility and, if applicable, the Incremental Term Facilities and to the principal repayment installments thereof on a pro rata basis and, thereafter, to the Revolving Credit Facility in the manner set forth in clause (iii) of 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 to prepay L/C Borrowings outstanding at such time until all such L/C Borrowings are paid in full, second, shall be applied to prepay Swing Line Loans outstanding at such time until all such Swing Line Loans are paid in full, and, third, shall be applied to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full; and, in the Term 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 outstanding at such time, may be retained by the Borrower for use in accordance with the terms hereof;ordinary course of its business. Upon the drawing of any Letter of Credit, which has been Cash Collateralized, such funds shall be applied (without any further action by or notice to or from the 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) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five ten Business Days after the date of the realization or receipt of such Net 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 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans and the 2022 Incremental Term B- 2 Loans on a pro rata basis in accordance with the terms hereof to the prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans, as applicable, and the amount of prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.06(b)(i) shall be reduced accordingly and (y) 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 Initial Term Loans and the 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the terms hereof;; 91

Mandatory. (i) Within five (A5) 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 Disposes of any property (1other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) any Prepayment Asset Sale occurs or (27.05(c)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), 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 which is five Business Days 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 365 days after the date of the realization or receipt of such Net Cash Proceeds (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 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 of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required or indemnity payments, at the election of the Borrower (pursuant to this Section 2.06(b)(i)(A) if, a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, the Borrower condemnation awards or indemnity payments), and so long as no Default shall have given written notice to occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) and respect of which such cash proceeds were received (y) or within 545 days if at the time that any applicable Loan Party has entered into a binding contract to repair, replace or restore such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at property or make 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 reinvestment within 365 days of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”receipt), 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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial 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 Revolving Credit Facility at such time, the 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 of prepayment equal to such excess. (vii) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (yi), (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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. 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 Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (i) Within five (A5) 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 Disposes of any property (1other than any Disposition of any property permitted by Sections 7.05(a), 7.05(b) any Prepayment Asset Sale occurs or (27.05(c)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (v) and (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), 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 which is five Business Days 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 365 days after the date of the realization or receipt of such Net Cash Proceeds (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 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 of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon any Debt Issuance, the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required or indemnity payments, at the election of the Borrower (pursuant to this Section 2.06(b)(i)(A) if, a notice in writing by the Borrower to the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, the Borrower condemnation awards or indemnity payments), and so long as no Default shall have given written notice to occurred and be continuing, such Loan Party or such Subsidiary may apply within 365 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) and respect of which such cash proceeds were received (y) or within 545 days if at the time that any applicable Loan Party has entered into a binding contract to repair, replace or restore such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at property or make 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 reinvestment within 365 days of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”receipt), 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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial 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 Revolving Credit Facility at such time, the 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 of prepayment equal to such excess. (vii) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (yi), (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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. 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 Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

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. (Aii) If (1) the Administrative Agent notifies the Company at any Prepayment Asset Sale occurs or (2) any Casualty Event occurstime 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, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceedsthen, the Borrower shall cause to be prepaid on or prior to the date which is five 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 realization Global Revolving Credit Facility then in effect. (iii) If, within five (5) Business Days following any Disposition of property by any Loan Party permitted by Section 7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such Disposition, is greater than 4.00 to 1.00, the Borrowers shall prepay an aggregate principal amount of Loans equal to 75% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below); provided that, so long as no Specified Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent) to the extent the Company or any of the Subsidiaries reinvests all or any portion of such Net Cash Proceeds within three hundred sixty four (364) days after the receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal (or, to 100% of all the extent that the Company or applicable Subsidiary enters into a binding commitment to reinvest such Net Cash Proceeds received within three hundred sixty four (364) days, within one hundred eighty (180) days after the “Applicable Asset Sale Proceeds”expiration of such initial three hundred sixty four (364) day reinvestment period); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of if such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at shall have not been so reinvested within the time that any such prepayment would be requiredapplicable timeframe above, 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated promptly applied to prepay the Loans as set forth in clause (iv) below. (iv) All prepayments of the Loans contemplated by this Section 2.05(b) shall be applied to the Initial principal repayment installments of the Term Loans in accordance with the terms hereof to direct order of maturity. The amount remaining, if any, after the prepayment in full of all Term Loans, in full may be retained by Loan Parties for use in the ordinary course of their business. (v) Notwithstanding any of the Initial Term Loans 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 amount of prepayment of the Initial Term Loans that would have otherwise been Net Cash Proceeds required pursuant by such clause to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 Loans on such date is less than or equal to $10,000,000, the Term 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 may, subject to the fulfillment of the applicable conditions set forth in accordance with Article IV, reborrow such amounts (which amounts, to the terms hereof;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

Mandatory. (i) (A) If (1) the Borrower or any Prepayment Asset Sale occurs of its Subsidiaries Disposes of any property pursuant to Section 7.05(g) or (2) any Casualty Event occurs, in either case, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $35,000,000, the Borrower shall cause prepay an aggregate principal amount of Term A Loans equal to be prepaid 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition or Casualty Event), and so long as no Default shall have occurred and be continuing at the time of such Disposition or Casualty Event, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long (i) as within twelve (12) months after the date receipt of the realization such Net Cash Proceeds, such 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 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 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 Initial Term A Loans in an amount 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 “Applicable Asset Sale Proceeds”); provided that (xforegoing provisions of this Section 2.05(b) no such prepayment shall be required pursuant applied to this Section 2.06(b)(i)(Athe 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) if, on or prior to thereof in direct order of maturity. (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such datetime, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be requiredimmediately prepay Revolving Credit Loans, 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 repurchased, “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 Swing Line Loans and Other Applicable Indebtedness at L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;excess.

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) (such payment date, the “Excess Cash Flow Payment Date”), the Borrowers shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) the Applicable Prepayment Percentage 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) during such Fiscal Year (such prepayments to be applied as set forth in clause (iv) below). (ii) If any Loan Party or any of its Subsidiaries Disposes of any property (1other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f), (i) any Prepayment Asset Sale occurs or (2j)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $5,000,000, individually or in the aggregate during any Fiscal Year, the Borrower Borrowers shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds that are in excess of $5,000,000 immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date which is five Business Days 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 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated or a definitive agreement with respect to such purchase shall have been entered into by the Borrowers (as certified by the Borrowers in writing to the Administrative Agent); 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 this Section 2.05(b)(ii); provided further that Net Cash Proceeds received in connection with any Disposition of ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) shall not be required to be used to prepay outstanding Term Loans to the extent that such Net Cash Proceeds are used to prepay the revolving loans under the Revolving Credit Agreement. (iii) Upon the incurrence or issuance by any Loan Party or any of their Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) - (m), Section 7.02(n)(ii) and Sections 7.02 (o) – (v)), the Borrowers shall prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (the “Applicable Asset Sale Proceeds”such prepayments to be applied as set forth in clause (iv) below); provided that any prepayment of Loans pursuant to this Section 2.05(b)(iii) shall be made at a premium if and to the extent required by Section 2.05(e). (xiv) no Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to each Series of Term Loans and shall be applied to the Term B Repayment Amounts and New Term Loan Repayment Amounts, as the case may be, on a pro rata basis, and each such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice paid to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds Lenders in accordance with Section 2.06(b)(i)(B) 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 their respective Applicable Percentages of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;Series.

Mandatory. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations 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. (Aii) If (1the Borrower or any of its Subsidiaries Disposes of any property under Section 7.05(g) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause use the Net Cash Proceeds to be prepaid on or prior 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 date which is five Business Days after 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 realization applicable Borrower or receipt 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 Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required Total Outstandings made pursuant to this Section 2.06(b)(i)(A) if2.06(b), on or prior first, shall be applied ratably to such datethe L/C Borrowings, second, shall be applied ratably to the outstanding Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the Borrower funds held as Cash Collateral shall have given written be applied (without any further action by or notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, from the Borrower is required to offer to repurchase or 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (yLoan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidLenders, 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;as applicable.

Mandatory. (i) If, at any time, the Total Outstandings at such time exceed the Maximum Revolving Credit, then, within one Business Day, 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 a Liquidity Period, within five Business Days following the receipt of any Net Cash Proceeds in respect of any Disposition of Collateral or any Net Insurance/Condemnation Proceeds (other than any Disposition (A) If permitted by Section 7.05(a), (1b), (c), (d), (h) any Prepayment Asset Sale occurs or (2i), or (B) any Casualty Event occurs, which in the aggregate results in ordinary course of business of the realization or receipt by any Restricted Company of Net Cash ProceedsBorrowers and their respective Subsidiaries), the Borrower Borrowers shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in apply an amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance or Net Insurance/Condemnation Proceeds, as applicable, received with Section 2.06(b)(i)(B) and (y) if at respect thereto to prepay 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 repurchased, “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 and/or Cash Collateralize 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 thereofoutstanding L/C Obligations, and the Borrowers shall deliver an updated Borrowing Base Certificate to the Administrative Agent on the date of any such Disposition or receipt of Net Insurance/Condemnation Proceeds. (iii) Prepayments of the Facilities made pursuant to this Section 2.06(b), shall be applied, first, to the L/C Borrowings, Swingline Loans or Protective Advances, second, ratably to the outstanding Loans and third, to Cash Collateralize the remaining amountL/C Obligations. (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, outstanding at such Net time and the Cash Proceeds Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held in the L/C Cash Collateral Account shall be allocated applied (without any further action by or notice to or from the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (yBorrowers or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidLenders, 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;as applicable.

Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) If Disposes of any property (1other than any deemed Disposition referred to in Section 7.08(c)) any Prepayment Asset Sale occurs or (2B) any Casualty suffers an Event occursof Loss, in each case, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay (or, in the case of the Incremental Term Facility, if any, offer to be prepaid purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $150,000,000; provided, that, 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 described in this Section 2.04(b)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(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 Initial Term A Loans in an amount 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 “Applicable Asset Sale Proceeds”); provided that (x) no 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 required 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 Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b)(i)(A2.04(b), first, shall be applied ratably to the L/C Borrowings and the 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ifor (ii) of this Section 2.04(b), on the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. 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 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 dateWaivable Prepayment, the Borrower shall have given 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 intention election to reinvest all do so on or a 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 Net Cash Proceeds 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 2.06(b)(i)(B) 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 repurchased, “Other Applicable Indebtedness”2.04(b)(iv), 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.06(b)(i) shall be reduced accordingly and (y) 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 Initial Term Loans in accordance with the terms hereof;

Mandatory. (i) [Reserved.] (Aii) If Other than in connection with a Cost-Cutting Transaction (1solely to the extent the proceeds thereof are incorporated into the Approved Budget effective as of the date of the applicable Cost-Cutting Transaction and solely to the extent such proceeds are used as and when contemplated thereby), if any Loan Party or any of its Subsidiaries (x) Disposes of any Prepayment property in a Disposition constituting an Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, (y) receives Net Cash Proceeds of casualty insurance or condemnation awards (or from payments in lieu thereof) (excluding for purposes of this clause (y) any Net Cash Proceeds from “Recoveries” (as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement), which must be paid to AWA under the terms of the applicable Fox River Indemnity Arrangements) or (z) incurs or issues any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt 100% of such Net Cash Proceeds within five (5) Business Days of the receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, (A) so long as no Event of Default shall have occurred and be continuing, with respect to any prepayment of Term Loans required to be made pursuant to the preceding clause (x) above in this Section 2.05(b)(ii), subject to the consent of the Required Lenders (in their sole discretion), if such prepayment would result in the prepayment of one or more Eurodollar Rate Loans on a day other than the last day of the then current Interest Period for each such Eurodollar Rate Loan, the Borrower may defer the relevant portion of such required payment until the last day of the relevant then current Interest Period of each such applicable Eurodollar Rate Loan (provided that such deferral period shall in no case exceed sixty (60) days, provided further that, upon the occurrence of an aggregate principal amount Event of Initial Default or the Termination Date during any such deferral period, the Borrower shall immediately prepay Term Loans in an the amount equal to 100% 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)(ii) (the “Applicable without giving effect to this clause (A)) but which have not previously been so applied) and (B) with respect to any Net Cash Proceeds of (1) any property constituting an Asset Sale Proceeds”); provided that otherwise required to be applied under preceding clause (x) no such prepayment shall be required pursuant to above in this Section 2.06(b)(i)(A2.05(b)(ii), or (2) ifcasualty insurance or condemnation awards (or from payment in lieu thereof) otherwise required to be applied under preceding clause (y) above in this Section 2.05(b)(ii), on or prior to such datethen in each case, the Borrower shall have given written notice subject to the Administrative Agent prior written consent of its intention to the Required Lenders (in their sole discretion), such Loan Party or such Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) operating assets on terms and (y) if at conditions reasonably agreed to by the time Required Lenders; and provided further, however, that any such Net Cash Proceeds of, as applicable, Asset Sales or casualty insurance or condemnation awards (or from payment in lieu thereof) not so reinvested shall be promptly applied if an Event of Default has occurred and is continuing to the prepayment would be requiredof the Term Loans as set forth in this Section 2.05(b)(ii). (iii) Subject to Section 2.05(c), 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 if applicable, each prepayment of Term Loans pursuant to the terms foregoing provisions 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b) shall be reduced accordingly and (y) applied first, to the extent outstanding NM Term Loans; and second, to 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;outstanding Roll-up Loans.

Mandatory. Subject to Section 2.07(f), (i) if any Loan Party or any of its Subsidiaries disposes of any property (A) If other than (1x) any Prepayment Asset Sale occurs or Disposition of any property permitted by Section 7.05 (2other than clause (d) and (f) thereof) and (y) any Casualty Event occurs, which 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 the aggregate respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization or receipt by any Restricted Company the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Borrower Borrowers shall cause prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (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 prepaid applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds realized, at the election of either the US Borrower or the European Borrower (as notified by such Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”disposition); provided that (x) , and so long as no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower Default shall have given written notice to the Administrative Agent of its intention to occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) operating assets so long as, within 12 months after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the 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 date of receipt of such Net Cash Proceeds); and (y) if at the time provided further, however, 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 not so reinvested shall be immediately subject to be offered to be so repurchased, “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 prepayment 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans as set forth in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;).

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occursThe Borrowers shall, which in on the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after Day following the date of the realization or receipt of such any Net Cash Proceeds by any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of Initial Term Loans the Advances equal to 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 (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 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 (iv) below, and second, if required under Section 2.03(g), deposited in the L/C Cash Collateral Account, in each case without any reduction of any Commitments. (ii) The Borrowers shall, on each Business Day, if applicable, prepay, in each case without any reduction of any Commitments, an aggregate principal amount of the Revolving Credit Advances, the Letter of Credit Advances or the Swing Line Advances or deposit an amount in the L/C Collateral Account in an amount equal to 100% the amount by which (A) the sum 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)(Athe Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances then outstanding plus (y) ifthe 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) The Borrowers shall, on or prior to such dateeach Business Day, the Borrower shall have given written notice if applicable, pay to the Administrative Agent for deposit in the L/C 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 its intention 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 reinvest all or a clauses (i) and (ii) above and (v) below shall be first applied ratably to prepay Letter of Credit Advances and the Swing Line Advances then outstanding, if any, until such Advances are paid in full, second applied ratably to prepay Revolving Credit Advances then outstanding, if any, until such Advances are paid in full and third, if required under Section 2.03(g), deposited in the L/C Cash Collateral Account, in each case without any reduction of any Commitments; 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 of the Letter of Credit Advances, the Swing Line Advances and the Revolving Credit Advances then outstanding and any required Cash Collateralization of Letters of Credit then outstanding may be retained by the Borrowers for use in accordance with Section 2.06(b)(i)(Btheir business and operations. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the applicable Issuing Bank or 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) if at payroll accounts, trust accounts, escrow accounts or security deposits established pursuant to statutory obligations or for 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 payment of taxes or holding funds in trust for third parties not affiliated with the Lien securing Company in the Initial Term Loans 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 terms Company for casualty payments and insurance proceeds) shall exceed $20 million in the aggregate, mandatory prepayments of the documentation governing such Indebtedness with the Net Revolving Credit Advances (and Cash Proceeds Collateralization of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “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 outstanding Letters 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iCredit) shall be reduced accordingly 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 (yTerm Facility interest payments and trade accounts payable) 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 on the date of such rejectionprepayment and for the 2 Business Days thereafter). (vi) All prepayments under this subsection (b) shall be applied made together with accrued interest to prepay the Term Loans in accordance with date of such prepayment on the terms hereof;principal amount prepaid and any additional amounts required pursuant to Section 10.04(d).

Mandatory. (i) (A) If (1) any Prepayment Relevant Party makes any Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt 100% of such Net Cash Proceeds 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 of the Net Cash Proceeds thereof, the Borrower shall prepay an aggregate principal amount of Initial Term Loans equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (v) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the account of any Relevant Party, and not otherwise included in clause (i) or (ii) of this Section 2.04(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by such Relevant Party (such prepayments to be applied as set forth in clause (v) below). (iv) If for any reason the “Applicable Asset Sale Proceeds”)Total Outstandings at any time exceed the Aggregate Commitments, the Borrower shall immediately prepay 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 provided, however, that (x) no such prepayment the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b)(i)(A2.04(b) if, on or prior to such dateunless after the prepayment in full of the Loans and L/C Borrowings, the Borrower Total Outstandings exceed the Aggregate Commitments then in effect. (v) Prepayments of the Loans made pursuant to this Section 2.04(b), first, shall have given written notice be applied ratably to the Administrative Agent L/C Borrowings, 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 fifth, shall be used to Cash Collateralize the remaining L/C Obligations; provided that, in the case of its intention prepayments of the Loans required pursuant to reinvest all clause (i), (ii), or a portion (iii) of this Section 2.04(b), such Net Cash Proceeds Collateralization shall only be required if an Event of Default has occurred and is continuing,; and, in accordance with the case of prepayments of the Loans required pursuant to clause (i), (ii), or (iii) of this Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required2.04(b), the Borrower is required to offer to repurchase any Indebtedness amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time that is secured by a Lien on and, if applicable, the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms Cash Collateralization of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to remaining L/C Obligations in full, may be offered to be so repurchased, “Other Applicable Indebtedness”), then retained by the Borrower. Upon the drawing of any Letter of Credit that has been Cash Collateralized, at its electionthe funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, 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 Indebtednessas applicable; provided, furtherhowever, that (xif an Event of Default no longer exists, any Cash Collateral required under this Section 2.04(b) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated shall be released 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required Borrower. Prepayments made pursuant to this Section 2.05(b)(i2.04(b) shall be reduced accordingly and (y) to not result in a permanent reduction of 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;Commitments.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which The Company shall prepay the Committed Loans as hereinafter provided in an aggregate amount equal to 100% of the aggregate results in the realization or receipt Net Cash Proceeds received by any Restricted Company Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds with respect to such 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 shall not be required to be so applied at the election of the Company (as notified by the Company to the Administrative Agent) to the extent such Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Collateral within 180 days after the receipt of such Net Cash Proceeds (or, if a commitment for such reinvestment has been made within such 180 day period, within 360 days after the receipt of such Net Cash Proceeds); provided that if such Net Cash Proceeds shall have not been so reinvested shall be immediately applied to prepay the 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 Outstanding Amount of all Revolving Loans at any time exceeds the Aggregate Revolving Commitments then in effect, the Company shall immediately prepay Revolving Loans in an aggregate principal amount equal to such excess. (iv) 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 Term Appraised Value”, the Company shall prepay the Committed Loans in an amount equal to 10080% of all Net Cash Proceeds received (such difference, as reasonably determined by the “Applicable Asset Sale Proceeds”)Administrative Agent and stated in writing to the Company; provided that (x) no the amount of such prepayment shall be required 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 this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Bclauses (i) and (yiv) of this Section 2.05(b) shall be applied, first, ratably to the remaining principal repayment installments of the Term Loans and, if at the time that any such prepayment would be requiredapplicable, the Borrower is required Incremental Term Loan (in each case, including any payment due on the Maturity Date) in inverse order of maturity, and second, to offer to repurchase any Indebtedness outstanding Revolving Loans (with a corresponding reduction of the Revolving Commitments in such amount, regardless of the amount of Revolving Loans outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term time). Each prepayment of Loans pursuant to clause (ii) of this Section 2.05(b) shall be applied, first, ratably to the terms remaining principal repayment installments of the documentation governing such Indebtedness with Term Loans and, if applicable, the Net Cash Proceeds of such Disposition or Casualty Event Incremental Term Loan (such Indebtedness required to be offered to be so repurchasedin each case, “Other Applicable Indebtedness”), then including any payment due on the Borrower, at its election, may apply the Applicable Asset Sale Proceeds Maturity Date) on a pro rata basis basis, and second, to outstanding Revolving Loans (determined on the basis with a corresponding reduction of the aggregate outstanding principal Revolving Commitments in such amount, regardless of the amount of the Term Revolving Loans and Other Applicable Indebtedness outstanding at such time) and the remaining Net Cash Proceeds so received to the ). Each 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 Loans pursuant to the terms thereof, and the remaining amount, if any, clause (iii) of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b) shall be reduced accordingly 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 premium or penalty, and (y) to shall be accompanied by interest on the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined principal amount shall promptly (and in any event within ten (10) Business Days after prepaid through the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;prepayment.

Mandatory. (i) (AIf the US Borrower or any Restricted Subsidiary Disposes of any property pursuant to Section 7.05(f), 7.05(g) If (1or 7.05(h) or any Prepayment Asset Sale occurs or (2) any Casualty Event occursproperty that is not permitted to be Disposed of by the Loan Documents, in each case, which in the aggregate Disposition results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower Borrowers shall cause 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 prepaid 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 US Borrower (as notified by the US Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”Disposition); provided that (x) , and so long as no such prepayment Default shall have occurred and be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such datecontinuing, the US Borrower shall have given written notice to the Administrative Agent of its intention to or such Restricted Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) operating assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 270 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (y) if at as certified by the time that any such prepayment would be required, the US 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 in writing to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event Administrative Agent) (such Indebtedness required to be offered to be so repurchased, “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 a binding commitment entered into within such 270 day period with respect to the Other Applicable Indebtedness such purchase 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 any, 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 allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of as set forth in this Section 2.05(b)(i). (ii) Each prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly applied ratably to the Term Aggregate Commitments. (iii) If for any reason the Total Revolving Credit Outstandings exceed the lesser of (A) the Revolving Credit Aggregate Commitments and (yB) to the extent the holders of Other Applicable Indebtedness decline to have Revolving Credit Availability Amount at such indebtedness repurchased or prepaidtime, the declined 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 shall promptly (equal to such excess. The Administrative Agent may, at any time and in any event within ten (10) Business Days from time to time after the date initial deposit of such rejection) Cash Collateral, request that additional Cash Collateral be applied provided in order to prepay protect against the Term Loans in accordance with the terms hereof;results of exchange rate fluctuations.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the The Borrower shall cause to be prepaid on or prior to prepay the date which is five Business Days after Loans and/or Cash Collateralize the date of the realization or receipt of such Net Cash Proceeds L/C Obligations as hereinafter provided in an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all 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 “Applicable Asset Sale date on which the Borrower or such Subsidiary receives such Net Cash Proceeds”); provided provided, however, that (xA) no such prepayment shall not be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the extent the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or such Subsidiary reinvests all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Bassets useful in the Borrower’s or such Subsidiary’s business within 180 days after the receipt of such Net Cash Proceeds, (B) such prepayment shall be required only to the extent the aggregate Net Cash Proceeds received by the Borrower and its Subsidiaries in any fiscal year of the Borrower and not reinvested in the manner set forth in the foregoing clause (A) exceed $5,000,000 and (yC) if at in the time that case of any such prepayment would be requiredNet Cash Proceeds received by any Subsidiary that is not a Wholly 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 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 and its Wholly Owned Subsidiaries) of the documentation governing such Indebtedness with the Net Cash Proceeds of received by such Disposition or Casualty Event Subsidiary shall be subject to this Section 2.05(b)(i). (such Indebtedness required to be offered to be so repurchased, “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 timeii) and the remaining Net Cash Proceeds so received to the Each 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 Loans pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly 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 Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings (ytogether with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations 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. (iv) 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 Swingline Loans, second, shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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 Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the extent L/C Issuer or the holders Lenders, as applicable. Within the parameters of Other Applicable Indebtedness decline the applications set forth above, prepayments pursuant to have such indebtedness repurchased 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 prepaidpenalty, and shall be accompanied by interest on the declined principal amount shall promptly (and in any event within ten (10) Business Days after prepaid through the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;prepayment.

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(a) If – (1h), (j), (k) any Prepayment Asset Sale occurs or (2l)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three Business Days after receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in clause (iii) 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 Borrower (as notified by the Borrower to the date which is five Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the realization Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such 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 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 this Section 2.05(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 Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within 3 Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (the “Applicable Asset Sale Proceeds”such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) ifprovided, on or prior to such datehowever, at the election of the Borrower shall have given written notice (as notified by the Borrower to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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) 3 Business Days after the date of receipt of such rejectionNet 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 Revolving Credit Facility at such time, the 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. (v) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to prepay the Term 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, 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in accordance with full (the terms hereof;sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in 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 Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which The Company shall prepay the Committed Loans as hereinafter provided in an aggregate amount equal to 100% of the aggregate results in the realization or receipt Net Cash Proceeds received by any Restricted Company Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds with respect to such Involuntary Disposition; provided, however, that, with respect to an aggregate principal amount Involuntary Disposition of Initial Term Loans the type described in an amount equal to 100% clause (a) of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) such definition, so long as no Default shall have occurred and be continuing and such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or casualty occurs prior to such dateNovember 22, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest 2023, all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if shall not be required to be so applied at the time that any such prepayment would be required, election of the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured Company (as notified by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant Company to the terms of Administrative Agent) to the documentation governing extent such Indebtedness with the Loan Party reinvests such Net Cash Proceeds in restoration or repair of the applicable loss, destruction or damage of such Disposition or Casualty Event (Collateral within 180 days after the receipt of such Indebtedness required to be offered to be so repurchased, “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 IndebtednessProceeds; provided, further, provided 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise not been required pursuant to this Section 2.05(b)(i) so reinvested shall be reduced accordingly and (y) 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 immediately applied to prepay the Term Committed Loans. (ii) The Company shall prepay the Committed Loans in accordance connection with a Property Substitution or Prepayment Release in the terms hereof;amounts, and to the extent required, pursuant to Section 2.19. (iii) Each prepayment of Loans pursuant to clause (i) of this Section 2.05(b) shall be applied, to the remaining principal repayment installments of the 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, to the 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 subject to Section 3.06, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Mandatory. (i) At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (Aother than Agway Subsidiaries or Inactive Subsidiaries) If Disposes of any property (1other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) any Prepayment Asset Sale occurs or (2h) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (iii) and (v) below); provided, however, that (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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”Disposition); provided that (x) , and so long as no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower Default shall have given written notice to the Administrative Agent of its intention to occurred and be continuing, such Loan Party or Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (y) if at the time that any such prepayment would be required, as certified by 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 in writing to the terms of the documentation governing such Indebtedness with the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds of not so reinvested within such Disposition or Casualty Event (such Indebtedness required to 12 month period shall be offered to be so repurchased, “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 immediately applied to the prepayment of such Other Applicable Indebtedness; providedthe Loans as set forth in this Section 2.05(b)(i), further, and (B) if a Default has occurred and is continuing at any time that (x) the portion of the Applicable Asset Sale Proceeds (but not the other a Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall which have not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofyet been reinvested, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to as set forth in this Section 2.05(b)(i). (ii) shall be reduced accordingly At any time in which any Incremental Term 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 Agway Subsidiaries or Inactive Subsidiaries), and not otherwise included in clause (yi) 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;this Section 2.05

Mandatory. (i) [Reserved]. (Aii) If (1x) the Borrower or any Prepayment Asset Sale occurs Restricted Subsidiary receives Net Proceeds from any Disposition by the Borrower or any Restricted Subsidiary pursuant to Section 7.05(g) or (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any the Borrower or Restricted Company Subsidiary of Net Cash Proceeds, the Borrower shall offer to prepay (or cause to be prepaid offered to be prepaid) in accordance with clause (b)(vi) below, on or prior to the date which is five ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all such Net Cash Proceeds received (such amount, the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, 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 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 repurchasedrepurchased or required to be paid, “Other Applicable Indebtedness”)) with the Net Proceeds, then the Borrower, at its election, Borrower 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 (xA) 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans hereof, and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b)(ii) shall be reduced accordingly and (yB) 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), 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 the 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; 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, further, that (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 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 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 (iv) of the definition thereof. (iv) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then 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 Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans 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, (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 case of clause (ii), solely to the extent that the portion of the 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 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 (ii) and (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment (or such shorter time as the Administrative Agent may agree). Each such notice shall specify the 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.

Mandatory. (i) If Holdings or any of its Subsidiaries (Ax) If Disposes of any property (1other than, so long as any Australian Dollar Term A Loans are then outstanding, any real property located in Australia, or any Disposition of any property permitted by Section 7.05 (except pursuant to Section 7.05(j), Section 7.05(k) any Prepayment Asset Sale occurs or (2Section 7.05(l)) any Casualty Event occurs, or in connection with the Sydney Sale) which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of an aggregate amount of $12,000,000 per Fiscal Year, the Borrower Borrowers shall cause prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt 100% of such Net Cash Proceeds in excess of such $12,000,000 no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $12,000,000 threshold is reached in such Fiscal Year or (y) Disposes of any real property located in Australia, the Australian Borrower shall prepay an aggregate principal amount of Initial Australian Dollar Term A Loans equal to 100% of the Net Cash Proceeds of such Disposition (in each case such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (ii) [Reserved]. (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 7.03) the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom on the day of receipt thereof by Holdings or such Subsidiary (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the “Applicable Asset Sale Proceeds”account of Holdings or any of its Subsidiaries and not otherwise included in paragraph (i); provided that , (xii) or (iii) of this Section 2.05(b), the Borrowers shall prepay (or Cash Collateralize, as applicable) an aggregate principal amount of Pro Rata Obligations equal to 100% of all Net Cash Proceeds received therefrom in excess of $10,000,000 per Fiscal Year no later than the later of (a) five (5) Business Days following receipt thereof by such Person and (b) five (5) Business Days after such $10,000,000 threshold is reached in such Fiscal Year (such prepayments (or Cash Collateralization) to be applied as set forth in paragraphs (v) and (vii) below). (v) Each prepayment shall be required (or Cash Collateralization, as applicable) of Pro Rata Obligations pursuant to this Section 2.06(b)(i)(A2.05(b) ifshall be applied, on or prior to such datefirst, the Borrower shall have given written notice ratably to the Administrative Agent of its intention to reinvest Term A Loans held by all or a portion of such Net Cash Proceeds Term Lenders in accordance with Section 2.06(b)(i)(B) and their Applicable Percentages (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 allocated to the terms next four principal repayment installments thereof in direct order 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 repurchasedmaturity and, “Other Applicable Indebtedness”)thereafter, then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis to the remaining principal repayment installments thereof and the repayment at the final maturity thereof), 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 (determined vii) 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 Borrowers. Any prepayment of a Loan pursuant to this Section 2.05(b) shall be accompanied by all accrued interest on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such timeprepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment pursuant to Section 2.05(b)(i)(y) and the remaining Net Cash Proceeds so received shall be applied, first, ratably to the prepayment of such Other Australian Dollar Term A Loans held by the applicable Australian Dollar Term Loan A Lenders in accordance with their Applicable Indebtedness; provided, further, that Percentages (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 next four principal repayment installments thereof in direct order of Applicable Asset Sale Proceeds required to be allocated maturity and, thereafter, on a pro rata basis to the Other Applicable Indebtedness pursuant remaining principal repayment installments thereof and the repayment at the final maturity thereof) and, second, to the terms thereofextent any excess remains, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof first sentence of this Section 2.05(b)(v). (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments at such time, the Revolving Credit 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 105% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the prepayment aggregate Revolving Credit Commitments. If the Administrative Agent notifies Holdings at any time that the Total Revolving Credit Outstandings denominated in Alternative Currencies as of the Initial Term Loans and the applicable Revaluation Date exceeds an amount of prepayment equal to 103% of the Initial Term Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Revolving Credit Borrowers shall prepay Revolving Credit Loans that would have otherwise been required and/or Cash Collateralize Letters of Credit (in an aggregate amount equal to 105% of the face amount thereof) in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)(i2.05(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 held by all Revolving Credit Lenders in accordance with their Applicable Percentages, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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 any Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall be reduced accordingly and (y) applied ratably to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidoutstanding Revolving Credit Loans. (viii) The Borrowers shall, the declined amount shall promptly within five (and in any event within ten (105) Business Days after of the date Third Restatement Date, make a prepayment in full of such rejectionthe Euro Term A Loans if the Acquisition is not consummated within five (5) be applied to prepay Business Days of the Term Loans in accordance with the terms hereof;Third Restatement Date.

Mandatory. (i) If after the Closing Date (A) If (1x) any Prepayment Asset Sale occurs Loan Party Disposes of any property or assets outside of the ordinary course of business or pursuant to Section 7.05(f)(xxi), (y) Holdings or any Borrower issues any Equity Interests to any Person that is not a Loan Party, or (2z) any Casualty Event occursoccurs with respect to any property or assets of any Loan Party, which in then the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower Borrowers shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date of the realization or receipt thereby of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds realized or received (minus the amount of interest due and owing thereon); provided, however, that with respect to any Net Proceeds received (or realized from any Casualty Event, the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment Borrowers shall not be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 prepay 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) with such Net Proceeds to the extent that the holders Lead Borrower shall have delivered to the Administrative Agent written notice (email being sufficient) on or prior to such prepayment date stating that such Net Proceeds (or a portion thereof) shall be reinvested in assets useful in the business of Other Applicable Indebtedness decline to the Loan Parties (or any of their respective Subsidiaries) within one hundred eighty (180) days following the receipt of such Net Proceeds, and if at the end of such reinvestment period any such Net Proceeds have such indebtedness repurchased or prepaidnot been so reinvested, the declined amount Borrowers shall promptly cause to be prepaid on or prior to the date which is five (and in any event within ten (105) Business Days after the date expiration of such rejection) be applied to prepay the reinvestment period an aggregate principal amount of Term Loans (minus the amount of interest due and owing thereon) in accordance with the terms hereof;an amount equal to 100% of such Net Proceeds that have not been so reinvested. (ii) [Reserved]. (iii) [Reserved]. (iv) [Reserved]. (v) [Reserved].

Mandatory. (i) The Borrowers shall, on the applicable Prepayment Date with respect to Net Cash Proceeds received by any Loan Party from (A) If 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 (1other than (w) any Prepayment Asset Sale occurs sale, lease, transfer or other disposition of assets referred to in clause (i), (ii), (iii) or (2iv) of the definition of Certain Permitted Dispositions and (x) any Casualty Event occurssale, lease transfer or other disposition of assets the Net Cash Proceeds of which are reinvested in assets used in the aggregate results in operation of the realization business within 18 months of receipt of such proceeds), (B) the incurrence or receipt issuance by any Restricted Company 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, Proceeds from the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date issuance of Senior Notes in excess of the realization or receipt 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 (B) above (other than any Extraordinary Receipts which are reinvested in assets used in the operation of the business within 18 months of receipt of such proceeds), prepay an aggregate principal amount of Initial the Term Loans Loan Advances comprising part of the same Term Loan (with application to be made in accordance with clause (ii) below, in an aggregate amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion amount of such Net Cash Proceeds Proceeds, provided, however, that with respect to any payment referred to in accordance with Section 2.06(b)(i)(Bclause (A) and (y) if at the time that any such prepayment would be requiredabove, 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 from the sale of Collateral (other than as set forth in clauses (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) All prepayments under this subsection (b) shall be made together with accrued interest thereof to the date of such Disposition or Casualty Event (such Indebtedness prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04 and shall be applied ratably to each remaining scheduled repayment of the Term Loan Advances. If any payment of Eurodollar Rate Advances otherwise required to be offered 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 be (and if so repurchaseddirected, “Other Applicable Indebtedness”), then the Borrower, Administrative Agent shall) deposit such payment in an account maintained with the Administrative Agent until the last day of the applicable Interest Period at its election, may which time the Administrative Agent shall 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 payment to the prepayment of such Other Applicable IndebtednessTerm Loan Advances; provided, furtherhowever, that (x) such Term Loan Advances shall continue to bear interest as set forth in Section 2.06 until the portion last day 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;applicable Interest Period therefor.

Mandatory. (i) If (A) If any Loan Party Disposes of any property (1other than pursuant to clause (i), (ii), (iii), (iv) any Prepayment Asset Sale occurs or (2v) of Section 5.02(e)) or (B) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company Loan Party of Net Cash ProceedsProceeds in excess of U.S.$20,000,000, the Borrower shall cause to be prepaid on or prior make a prepayment in an aggregate principal amount of Advances equal to the date which is product of (I) 100% of such Net Cash Proceeds less the percentage of such Net Cash Proceeds reinvested in accordance with this Section 2.08(b)(i) (such net percentage, the “Asset Percentage”) and (II) the Net Cash Proceeds realized or received with respect to (y) a Disposition, within 60 days and (z) a Casualty Event, within five Business Days Days, in each case, after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”)by such Loan Party; provided that (x) that, no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A2.08(b)(i) ifwith respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention (or such Loan Party’s) reinvestment of, or written intent to reinvest all or entry into a portion legally binding commitment to reinvest, such Net Cash Proceeds in assets useful for its business within 90 days following receipt of such Net Cash Proceeds (the “Reinvestment Period”) (and, in accordance with Section 2.06(b)(i)(Bthe 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)); provided that (1) so long as 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 (y2) if at any proceeds are not so reinvested by the time that deadlines specified above or if any such prepayment would proceeds are no longer intended to be requiredor cannot be so reinvested at any time after delivery of a notice of reinvestment election, 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 an amount equal to the terms Asset Percentage 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 repurchased, “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 any, of any such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof applied to the prepayment of the Initial Term Loans and Advances. (ii) The Borrower shall be required to prepay all Advances upon the amount occurrence of prepayment a Change of Control. (iii) If any Governmental Authority (A) condemns, nationalizes, seizes, attaches, compulsorily acquires, confiscates or otherwise expropriates (directly or indirectly through measures tantamount to expropriation) all or substantially all of the Initial Term Loans property or the assets of any Loan Party or of the share capital of any Loan Party, (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 have otherwise been required pursuant 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 this Section 2.05(b)(i) effect any of the foregoing, then, in each case, the Borrower shall be reduced accordingly and (y) 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 required to prepay the Term Loans in accordance with the terms hereof;all Advances within 45 days after such occurrence.

Mandatory. (i) If any Loan Party Disposes of any property or assets (Aother than any Disposition of any property permitted by Section 7.05(a) If (1through Section 7.05(i)) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds or such Loan Party receives Net Cash Proceeds from insurance or condemnation proceeds, the Borrower shall cause 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 prepaid 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 which is five Business Days 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 date of the realization or 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 Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 clauses (v) and (vii) below); provided that (x) no such prepayment shall be required pursuant provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.06(b)(i)(A) if2.05(b)(iii), 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 dateNet Cash Proceeds), the Borrower and so long as no Event of Default shall have given written notice to the Administrative Agent of its intention to occurred and be continuing, such Loan Party may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and assets used or useful in the business so long as within 180 days (y) or within 365 days 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 applicable Loan Party has entered into a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms binding contract for reinvestment within 180 days of the documentation governing such Indebtedness with the Net Cash Proceeds receipt of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then proceeds) after 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 any, 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 allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Loans as set forth in this Section 2.05(b)(iii). (iv) [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 Revolving Credit Facility at such time, the 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 of prepayment equal to such excess. (vii) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly applied ratably to the L/C Borrowings and 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. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (ywithout any further action by or notice to or from the 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 extent the holders prepayment of Other Applicable Indebtedness decline Loans of any Class shall be applied first to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date reduce outstanding Base Rate Loans of such rejection) 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 Term 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 terms hereof;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) (A) If (1) Parent or any Prepayment Asset Sale occurs 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, which in the aggregate that results in the realization or receipt by any Parent or such Restricted Company Subsidiary of Net Cash ProceedsProceeds in excess of $10 million, the Borrower Borrowers shall cause to be prepaid on or prior to the date which is five ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”)received; provided provided, that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, the Borrower is Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness outstanding at such time in respect thereof that is secured by on a Lien on the Collateral ranking pari passu basis with the Lien securing the Initial Term Loans Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds 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, at its election, Borrowers (or any Restricted Subsidiary) may apply the Applicable Asset Sale 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) 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) such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds 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 Cash Proceeds net proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof hereof) to the prepayment of the Initial Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 a Loan Party incurs or issues any Indebtedness after the Closing Date (other than, in the case of Parent or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.02), including Credit Agreement Refinancing Indebtedness, the Borrowers shall cause to be prepaid an aggregate 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 such Loan Party or Restricted Subsidiary of such Net Proceeds. (iii) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (iv) 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, that any prepayment of Term Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied 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 Administrative Agent in writing of any mandatory prepayment of Loans (and/or Cash 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 event giving rise to such mandatory prepayment. Each such notice shall specify the 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, the “Declined 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 Borrowers and/or applied for any purpose not otherwise prohibited by this Agreement.

Mandatory. (i) At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (Aother than Agway Subsidiaries, Inactive Subsidiaries or Excluded Subsidiaries) If Disposes of any property (1other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) any Prepayment Asset Sale occurs or (2h) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (iii) and (v) below); provided, however, that (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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”Disposition); provided that (x) , and so long as no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower Default shall have given written notice to the Administrative Agent of its intention to occurred and be continuing, such Loan Party or Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and operating assets so long as within 12 months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (y) if at the time that any such prepayment would be required, as certified by 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 in writing to the terms of the documentation governing such Indebtedness with the Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds of not so reinvested within such Disposition or Casualty Event (such Indebtedness required to 12 month period shall be offered to be so repurchased, “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 immediately applied to the prepayment of such Other Applicable Indebtedness; providedthe Loans as set forth in this Section 2.05(b)(i), further, and (B) if a Default has occurred and is continuing at any time that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Borrower or a Subsidiary Guarantor receives or is holding any Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall which have not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofyet been reinvested, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to as set forth in this Section 2.05(b)(i). (ii) shall be reduced accordingly At any time in which any Incremental Term 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 Agway Subsidiaries, Excluded Subsidiaries, or Inactive Subsidiaries), and not otherwise included in clause (yi) 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;this Section 2.05

Mandatory. (i) (A) If (1) Within ten Business Days after receipt by the Borrower or any Prepayment Restricted Subsidiary of any Net Available Proceeds from any Asset Sale occurs or series of related Asset Sales permitted by Section 8.01(d), (k), (l) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceedsm), the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds either (1) prepay an aggregate principal amount of Initial Term 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) within 365 days following the date of receipt of such Net Available Proceeds of such Asset Sale 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 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 Available Proceeds (such prepayments to be applied as set forth in clauses (iv) 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 Cash Available Proceeds received therefrom (the “Applicable Asset Sale Proceeds”such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided that provided, that, with respect to any Net Available Proceeds realized with respect to any such Casualty Event, (xA) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, at the election of the Borrower shall have given written notice (as notified by the Borrower to the Administrative Agent within ten days following the date of receipt of such Net Available Proceeds of such Casualty Event), the Borrower and its intention to Restricted Subsidiaries may reinvest all or a any portion of such Net Cash Available Proceeds in accordance with Section 2.06(b)(i)(Bthe replacement or restoration of any properties or assets 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) and (x) within 365 days following the date of receipt of such Net Available Proceeds of such Casualty Event or (y) if at the time 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 365-day period; and provided further, however, that any Net Available Proceeds not subject to such prepayment would legally binding commitment or so reinvested within such 365-day period (as such period may be requiredextended as permitted above) (or, the Borrower is required to offer to repurchase any Indebtedness outstanding at in either case, 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 repurchased, “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 amountearlier date, if any, of as the Borrower or such Restricted Subsidiary determines not to reinvest such Net Cash Available Proceeds as set forth above) shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Loans as set forth in this Section 2.04(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). (iv) 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 amount 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 Initial 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 Revolving Facility at such time, the Borrower shall immediately prepay Revolving Loans that would have otherwise been required 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. (vi) Prepayments of the Revolving Facility made pursuant to this Section 2.05(b)(i) 2.04(b), first, shall be reduced accordingly applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations, 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 may be retained by the Borrower for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (ywithout any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the extent applicable L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Lenders, 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;as applicable.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(g)) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior shall, subject to the date which is five Business Days after the date of the realization or receipt 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 Initial Term Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; 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 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 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 within 180 days from the date of receipt thereof.; and (ii) Upon the incurrence or issuance subsequent to the Closing Date 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 (b)-(k)) or the issuance 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) 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 100% 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, on or prior to such date, therefrom immediately upon receipt thereof by the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;Subsidiary.

Mandatory. (i) [Reserved]. (Aii) If any of the Borrowers or any Non-Borrower Subsidiary (1other than the Insurance Subsidiary) Disposes of any Prepayment Asset Sale occurs or property (2) any Casualty Event occurs, which other than sales of inventory in the aggregate ordinary course of business, and other than any Excluded Asset Disposition and other than the Permitted ▇▇▇▇▇▇▇▇▇ Disposition) which, in any such case, results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower Borrowers shall cause 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 Dispositions 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 Disposition occurred (such prepayments to be prepaid on or prior applied as set forth in clauses (v) and (viii) below, as applicable); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the date which is five Business Days Administrative Agent no later than 45 days after the date end of the realization fiscal quarter during which such Disposition 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 operating assets of the Borrowers so long as (A) within 330 days after receipt of such Net Cash Proceeds Proceeds, such reinvestment shall have been consummated (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 date such definitive agreement was executed. (iii) 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 Initial Term 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 (the “Applicable Asset Sale Proceeds”); provided that such prepayments to be applied as set forth in clauses (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Bv) and (yviii) if at the time that any such below, as applicable). (v) Each 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 of Loans pursuant to the terms foregoing provisions of this Section 2.05(b) shall be applied, first, to the documentation governing 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 Indebtedness with prepayment be applied to reduce the Net Cash Proceeds scheduled installments of principal of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof reverse order of maturity) and, second, to the prepayment Revolving Credit Facility without any reduction of the Initial Term Loans and Revolving Credit Commitments in the amount manner set forth in clause (viii) of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b). Subject to Section 2.18 and clause (vi) below, such prepayments shall be reduced accordingly and (y) paid 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 Lenders in accordance with their respective Applicable Percentages in respect of the terms hereof;relevant Facilities.

Mandatory. (i) (A) If (1) any Prepayment Loan Party or any of its Subsidiaries disposes of any property in connection with an Asset Sale occurs or (2) any Casualty Event occurs, Disposition which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $10,000,000 for such transaction (or series of related transactions), the Borrower shall cause prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (iv) below); provided, however, that, with respect to any Net Cash Proceeds realized under an Asset Disposition 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 which is five Business Days of such Asset Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or any Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets performing the same or a similar function or otherwise used in the business of such Loan Party or any Subsidiary so long as within 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested (or subject to a definitive agreement to be reinvested) shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i) immediately upon the earlier of (x) the request of the Required Lenders following the occurrence of an Event of Default or (y) the expiration of such 180 day period. (ii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Capital Securities (other than any sales or issuances of Capital Securities (A) to another Loan Party or any Subsidiary, (B) in connection with a Permitted Acquisition or (C) in connection with the exercise of any stock options by the management or employees of any Loan Party) or the exercise by any Person of any convertible Capital Securities issued by a Loan Party, in each case, resulting in receipt by such Loan Party or Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such sale or issuance (or series of related sales or issuances), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of Initial Term Loans in an amount 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 (iv) below). (iii) Upon the “Applicable Asset Sale Proceeds”incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt permitted under Sections 7.01 (a) — (o); provided that ) resulting in receipt by such Loan Party or Subsidiary, as applicable, of Net Cash Proceeds in excess of $5,000,000 for such incurrence or issuance (xor series of related incurrences or issuances), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount 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 (iv) no such prepayment shall below). (iv) All amounts required to be required paid pursuant to this Section 2.06(b)(i)(A2.05(b) if, on or prior shall be applied pro rata to each Class of Term Loans (ratably to the remaining principal amortization payments of each such dateLoan). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall have given written notice 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 the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Bexcess. (vi) 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 Prepayments 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly 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. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (ywithout any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidLenders, 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;as applicable.

Mandatory. Subject to Section 2.07(h), (i) if any Loan Party or any of its Subsidiaries disposes of any property (A) If other than (1x) any Prepayment Asset Sale occurs or Disposition of any property permitted by Section 7.05 (2other than clauseclauses (d) and (f) thereof) and (y) any Casualty Event occurs, which 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 the aggregate respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto) that results in the realization or receipt by any Restricted Company the Loan Parties and their respective Subsidiaries of Net Cash ProceedsProceeds in the aggregate for all such dispositions in excess of $50,000,000 in any Fiscal Year (excluding any portion thereof that is reinvested as provided below), the Borrower Borrowers shall cause prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (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 prepaid applied as set forth in clause (vi) below); provided, however, that, with respect to any such Net Cash Proceeds realized, at the election of either the US Borrower or the European Borrower (as notified by such Borrower to the Administrative Agent on or prior to the date which is five Business Days 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 12 months after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (or, if the 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 date of receipt of such Net Cash Proceeds); and provided further, however, that any such Net Cash Proceeds not so reinvested shall be immediately subject to prepayment of the Term Loans as set forth in this Section 2.05(b)(i). (i) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of Initial Term Loans in an amount 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 (vi) below). (ii) Upon any Extraordinary Receipt (other than proceeds of any Asbestos Insurance Settlement or Asbestos Judgment, so long as such proceeds are used or committed to be used to reimburse Parent or any of its Subsidiaries or make payments in respect of related claims against Parent or any of its Subsidiaries and defense costs related thereto, as applicable) received by or paid to or for the “account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i) and (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within three Business Days of receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iii) Upon the delivery of financial statements pursuant to Section 6.17(b) and the related Compliance Certificate pursuant to Section 6.17(b)(v) (other than in respect of the Fiscal Year ending December 31, 2011), the Borrowers shall prepay an aggregate principal amount of Term Loans equal to the excess (if any) of (A) the Applicable Asset Sale Proceeds”); provided that Excess Cash Flow Percentage of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the same of (x) no aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and (y), to the extent accompanied by a voluntary reduction to the total aggregate amount of Multicurrency RCF Commitments and/or US Dollar RCF Commitments in an amount equal to such prepayment, Revolving Credit Loans or Swing Line Loans prepaid pursuant to Section 2.05(a), in each case, with internally generated funds (such prepayments to be applied as set forth in clause (vi) below). (iv) Upon the expiry of the Certain Funds Period, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of (I) any amounts held in the Overadvance Account at such time and (II) any amount in excess thereof which constitutes proceeds of the Term Facilities which have not been used for Certain Funds Purposes (such prepayments to be applied as set forth in clause (vi) below). (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be required pursuant applied (subject to this Section 2.06(b)(i)(A2.05(b)(vii)) if, on or prior ratably to such dateeach of the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility, the Term A-4 Facility and the Term B Facility and to the principal repayment installments thereof on a pro-rata basis. (vi) The US Borrower shall have given written notice to notify the Administrative Agent in writing of its intention any optional or mandatory repayment of Term B Loans required to reinvest be made pursuant to Section 2.05(a) or 2.05(b) at least three (3) Business Days prior to the date of such repayment. Each such notice shall specify the date of such repayment and provide a reasonably detailed calculation of the amount of such repayment. The Administrative Agent will promptly notify each Lender holding Term B Loans of the contents of the US Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any voluntary or mandatory repayment (such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be requireddeclined amounts, 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 “Declined Proceeds”) of Term B 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 made pursuant to Section 2.05(a) or 2.05(b) respectively, by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the US Borrower no later than 5:00 P.M. on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the voluntary or mandatory repayment, as the case may be, of Term B Loans to be so repurchased, “Other Applicable Indebtedness”), then rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Borrower, at its election, may apply Administrative Agent within the Applicable Asset Sale Proceeds on a pro rata basis (determined on time frame specified above or such Rejection Notice fails to specify the basis of the aggregate outstanding principal amount of the Term B Loans and Other Applicable Indebtedness at to be rejected, any such time) and failure will be deemed an acceptance of the remaining Net Cash total amount of such voluntary or mandatory repayment, as the case may be, of Term B Loans to which such Lender is otherwise entitled. Any Declined Proceeds so received to the of a mandatory 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 Term B Loans required to be allocated to the Other Applicable Indebtedness made pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b) shall be reduced accordingly (i) applied ratably to each of the Term A-1 Facility, the Term A-2 Facility, the Term A-3 Facility and the Term A-4 Facility and to the principal repayment installments thereof on a pro-rata basis or (yii) to the extent there are no Term A-1 Loans, Term A-2 Loans, Term A-3 Loans or Term A-4 Loans outstanding at such time, retained by the holders US Borrower. Any Declined Proceeds of Other Applicable Indebtedness decline voluntary prepayments of Term B Loans made pursuant to Section 2.05(a) shall be retained by the US Borrower. Notwithstanding the above, this clause (vii) shall not apply in respect of any voluntary prepayment if (A) all Term A-1 Loans, Term A-2 Loans, Term A-3 Loans and Term A-4 Loans have been repaid in full or (B) all Term B Loans are being repaid with such indebtedness repurchased voluntary 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;mandatory prepayment.

Mandatory. (i) (AIf the Borrower or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(i) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of aggregate Net Cash ProceedsProceeds in excess of $50,000,000 in any fiscal year, the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds in excess of $50,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in Section 2.05(b)(iii)); 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 Borrower (as notified by the Borrower to the date which is five Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the realization Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets that are used or useful in the business of the Borrower and its Subsidiaries or apply such Net Cash Proceeds toward any Permitted Acquisition or other Investment permitted hereunder, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or the Borrower or such Subsidiary shall have entered into a binding agreement for such reinvestment (as certified by the Borrower in writing to the Administrative Agent), which agreement requires consummation to occur not later than the 425th day after receipt of such Net Proceeds; 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 Term Loans as set forth in this Section 2.05(b)(i). (ii) If any Extraordinary Receipt results in Net Cash Proceeds in excess of $50,000,000 to be received by or paid to or for the account of the Borrower or any of its Subsidiaries in any fiscal year, and such Net Cash Proceeds are not otherwise included in clause (i) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom in excess of $50,000,000 within three Business Days after receipt thereof by the Borrower or such Subsidiary (the “Applicable Asset Sale Proceeds”such prepayments to be applied as set forth in Section 2.05(b)(iii)); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) ifprovided, on or prior to such datehowever, at the election of the Borrower shall have given written notice (as notified by the Borrower to the Administrative Agent within three Business Days after the date of its intention to 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 Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) assets that are used or useful in the business of the Borrower and its Subsidiaries or apply such Net Cash Proceeds toward any Permitted Acquisition or other Investment permitted hereunder, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or the Borrower or such Subsidiary shall have entered into a binding agreement for such reinvestment (y) if at as certified by the time Borrower in writing to the Administrative Agent), which agreement requires consummation to occur not later than the 425th day after receipt of such Net Proceeds; 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 would be required, of 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 as set forth in this Section 2.05(b)(ii). (iii) Each prepayment of Term Loans pursuant to the terms foregoing provisions of this Section 2.05(b) shall be applied to the Term Loan (and, to the extent provided in the definitive loan documentation governing such Indebtedness with thereto, to any Incremental Term Loans or Incremental Equivalent Debt, ratably (or less than ratably, but in no event greater than ratably)) and to the Net Cash Proceeds principal repayment installments thereof in direct order of such Disposition or Casualty Event (such Indebtedness required maturity to be offered the next four scheduled principal repayment thereof, and thereafter, to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds remaining amortization installments pursuant to Section 2.07(a) on a pro rata basis (determined on basis. Subject to Section 2.16, any such prepayments shall be paid to the basis Lenders under the applicable Facility in accordance with their respective Applicable Percentages in respect of the aggregate outstanding principal amount of relevant Facilities. (iv) If for any reason the Term Loans and Other Applicable Indebtedness Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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. (v) Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to Section 2.05(b)(iv), first, shall be applied ratably to the L/C Borrowings and the remaining Net Cash Proceeds so received Swing Line Loans, second, shall be applied ratably to the prepayment outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of such Other Applicable Indebtedness; providedany Letter of Credit that has been Cash Collateralized, furtherthe funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, that (x) as applicable. Within the portion parameters 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 thereofapplications set forth above, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required prepayments pursuant to this Section 2.05(b)(i2.05(b) shall be reduced accordingly applied first to Base Rate Loans and (ythen to Eurodollar Rate 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 extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined principal amount shall promptly (and in any event within ten (10) Business Days after prepaid through the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;prepayment.

Mandatory. (i) If at any time any Loan Party or any of its Subsidiaries (A) If excluding any Specified Excluded Subsidiary or any Subsidiary which is prohibited from applying such Net Cash Proceeds to the prepayment of the Advances by any Contractual Obligation entered into prior to the Closing Date (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occursor, which in the aggregate results case of any Subsidiary formed or acquired by the Borrower subsequent to the Closing Date, prior to such formation or acquisition) and not in the realization or receipt by any Restricted Company contemplation of this provision) shall receive Net Cash ProceedsProceeds from the issuance or incurrence of any Debt (other than any Debt permitted under Section 5.02(b)), the Borrower shall cause to be prepaid on or prior to the date which is five shall, within one Business Days Day after the date of receipt (or the realization or receipt Borrower’s knowledge of receipt) of such Net Cash Proceeds an aggregate principal amount by such Loan Party or any of Initial Term Loans its Subsidiaries (excluding any Specified Excluded Subsidiary or any Subsidiary which is prohibited from applying such Net Cash Proceeds to the prepayment of the Advances by any Contractual Obligation entered into prior to the Closing Date (or, in the case of any Subsidiary formed or acquired by the Borrower subsequent to the Closing Date, prior to such formation or acquisition) and not in contemplation of this provision), prepay the Advances in an amount equal to 100% of all such Net Cash Proceeds. (ii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds received from the issuance by such Loan Party or any of its Subsidiaries of any of its Equity Interests (the “Applicable Asset Sale Proceeds”); provided that other than (xA) no such prepayment shall be required Equity Interests issued pursuant to this Section 2.06(b)(i)(Aemployee stock plans or (B) ifto the extent permitted hereunder, on or prior Equity Interests issued to such datea Loan Party), the Borrower shall have given written notice to shall, within one Business Day after the Administrative Agent date of its intention to reinvest all receipt (or a portion the Borrower’s knowledge of receipt) of such Net Cash Proceeds by such Loan Party or any of its Subsidiaries, prepay the Advances in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, the Borrower is required an amount equal 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 repurchased, “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 any, 100% of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to Proceeds. (iii) All prepayments under this Section 2.05(b)(i2.05(b) shall be reduced accordingly and (y) made together with accrued interest 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) prepayment on the principal amount prepaid, and, if any such prepayment is made on a day other than on the last day of the Interest Period applicable thereto, such prepayment shall be applied to prepay accompanied by the Term Loans in accordance with payment of the terms hereof;amounts required by Section 9.04(c).

Mandatory. (i) The Borrowers shall within two Business Days of receipt of the Net Cash Proceeds by either Borrower or any of their Subsidiaries from (A) If any Asset Sale, subject to the provisions set forth in Section 6.5, (1B) the incurrence or issuance by either Borrower or any Prepayment Asset Sale occurs or (2) of their Subsidiaries of any Casualty Event occursIndebtedness, which in the aggregate results in the realization or receipt by excluding, however, any Restricted Company of Net Cash ProceedsProceeds from any incurrence or issuance of Indebtedness pursuant to Section 6.2(a), the Borrower shall cause to be prepaid on Section 6.2(b), Section 6.2(e), Section 6.2(f) or prior to the date which is five Business Days after the date of the realization or receipt of Section 6.2(i) but including such Net Cash Proceeds up to the amount by which the aggregate principal amount of Indebtedness outstanding at the time of such incurrence or issuance (giving pro forma effect to such incurrence or issuance) under all of the Existing Credit Agreements exceeds $9,000,000,000, and (C) the sale or issuance by either Borrower or any of its Subsidiaries of any Equity Interests (including, without limitation, receipt of any capital contribution) other than the sale or issuance of any Subsidiary's Equity Interests (including, without limitation, by way of any capital contribution to such Subsidiary) to Charter Holdings or to any Subsidiary of Charter Holdings, prepay an aggregate principal amount of Initial Term Loans the Advances in an amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion amount of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(BProceeds. (ii) and (y) if at Upon the time that any such prepayment would be requiredoccurrence of a Change of Control, the Borrower is required Borrowers shall give the Lenders written notice of such Change of Control within one Business Day of such occurrence and each Lender shall have the right to offer require the Borrowers to repurchase any Indebtedness outstanding at prepay in full the Advances owing to such time that is secured Lender by a Lien giving the Borrowers written notice of its election to exercise such right within ten Business Days following receipt of the notice of such Change of Control. If one or more Lenders shall elect to exercise such right, the Borrowers shall prepay in full the Advances owing to such Lenders on the Collateral ranking pari passu with fifteenth Business Day following the Lien securing the Initial Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds occurrence of such Disposition or Casualty Event Change of Control. (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis iii) All prepayments under this subsection (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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ib) shall be reduced accordingly and (y) made together with accrued interest 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 prepayment on the Term Loans in accordance with the terms hereof;principal amount prepaid.

Mandatory. (i) (AIf any Loan Party or any of its Subsidiaries Disposes of any property that is permitted by Section 7.05(e) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occursthat is not permitted by Section 7.05, which which, in the aggregate either case, results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall prepay, or cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds prepaid, an aggregate principal amount of Initial Term 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 (vi) below). (ii) Upon the sale or issuance by any Loan Party 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, or cause to be prepaid, an aggregate principal amount of Loans equal to 35% 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 (vi) below). (iii) 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 Borrower shall prepay, or cause to be prepaid, 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 (vi) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the “Applicable Asset Sale Proceeds”account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i), (ii), (iii) or (v) of this Section 2.03(b), the Borrower shall prepay, or cause to be prepaid, 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 (vi) below); provided that provided, however, that, at the election of the Borrower (x) no such prepayment shall be required pursuant as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateExtraordinary Receipt), the Borrower and so long as no Default shall have given written notice to occurred and be continuing, such Loan Party or such Subsidiary may, within 90 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds Proceeds, use such cash proceeds to replace or repair the assets in accordance with Section 2.06(b)(i)(B) and (y) if at respect of which the time that any Extraordinary Receipts were received or reinvest such prepayment would be required, cash proceeds in other capital assets used or useful in the business of 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 repurchased, “Other Applicable Indebtedness”), then the Borrower, at and 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 Subsidiaries; 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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other any Net Cash Proceeds received) allocated to not so applied shall be immediately applied after 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 any, expiration of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof 90-day period to the prepayment of the Initial Term Loans and as set forth in this Section 2.03(b)(iv); (v) Upon release to any Loan Party or any Subsidiary thereof of any cash or cash equivalents that previously secured any Cash Secured Letters of Credit, the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Loans equal to 100% of such cash or cash equivalents, immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (vi) Each prepayment of the Initial Term Loans that would have otherwise been required pursuant to the foregoing provisions of this Section 2.05(b)(i2.03(b) shall be reduced accordingly and (y) applied to the extent principal repayment installments of the holders Facility in inverse order 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;maturity.

Mandatory. (i) [Reserved]; (Aii) If (1any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) any Prepayment Asset Sale occurs or (2p) any Casualty Event occurs, or pursuant to a transaction not otherwise permitted by Section 7.05 which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $1,000,000 in any fiscal year, the Borrower Borrowers shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (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)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date which is five Business Days 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 two hundred seventy (270) days after the date of the realization or 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 Borrowers in writing to the Administrative 66 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 this Section 2.05(b)(ii). (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 Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 provided, however, that with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (x) no such prepayment shall be required pursuant as notified by the Borrowers to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateNet Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrower Borrowers shall have given written notice not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the Administrative Agent of its intention to reinvest extent such Loan Party or such Subsidiary reinvests all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Bassets 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 (y90) if at days after the time expiration of such two hundred seventy- (270-) day period); and provided, further, however, that any such cash proceeds not so applied shall be immediately applied to the prepayment would be required, of 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 as set forth in this Section 2.05(b)(v). (vi) Each prepayment of Loans pursuant to the terms foregoing provisions of this Section 2.05(b) shall be applied, first, to the documentation governing such Indebtedness with 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 such any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or Casualty Event (such Indebtedness required to be offered to be so repurchased, “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 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 prepayment of such Other Applicable Indebtedness; providedapplicable Borrowers, further, that (x) an amount equal to 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 any, of such Net Cash Proceeds shall so affected will not be allocated 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 Initial Term Loans in accordance with applicable Borrowers (the terms hereof Borrowers hereby agree to cause the prepayment applicable Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the Initial Term Loans and the applicable local law, an amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant equal to this Section 2.05(b)(i) shall such Net Cash Proceeds will be reduced accordingly and (y) 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 not later than two (102) Business Days after such repatriation becomes so permitted) 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 or 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 of on which any such rejection) 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). Nothing in this Section 2.05(b)(vii) shall require the Borrowers to cause any amounts to be actually repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayment hereunder). (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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. (ix) 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 (without a corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C Obligations. 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 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 the terms hereof;Section 2.05(a)(i).

Mandatory. (i) The Borrower shall, on the date of receipt of the Net Cash Proceeds (x) by any direct or indirect owner of a majority of the Borrower's Voting Stock (other than Time Warner, Inc.) from the incurrence, sale or issuance of any Permanent Securities (other than common stock of the Borrower) or (y) by the Borrower or any of its Subsidiaries from (A) If the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (including without limitation, any Permanent Securities but excluding (1) any Prepayment Asset Sale occurs prior to the consummation of the Exchange, (I) Permitted Bank Indebtedness and (II) other Indebtedness not otherwise provided in clause (I) above incurred pursuant to Section 5.02(a) (other than pursuant to Section 5.02(a)(vii) or clause (B) of Section 5.02(a)(xiv) and (2) after consummation of the Exchange, Permitted Other Indebtedness) and (B) the sale or issuance by the Borrower or any Casualty Event occursof its Subsidiaries of any Capital Stock to any Person other than the Borrower or a Subsidiary of the Borrower (including, which without limitation, receipt of any capital contribution by the Borrower or any of its Subsidiaries from any direct or indirect owner of a majority of the Borrower's or such Subsidiary's Voting Stock and issuance of any Permanent Securities but excluding any such sale or issuance to employees, officers and directors of the Borrower or any of its Subsidiaries pursuant to an employee stock option plan or employee stock purchase plan or in connection with bona fide compensation arrangements) subject to subsection (iii) below, prepay an aggregate principal amount of the aggregate results Callable Advances comprising part of the same Borrowings in an amount equal to the realization or receipt by any Restricted Company amount of such Net Cash Proceeds. Subject to subsection (iii) below, each such prepayment shall be applied ratably to the Bridge Facility. (A) At any time prior to the consummation of the Exchange, the Borrower shall cause to be prepaid on or prior to the date which is five shall, within 3 Business Days after the date of receipt of the realization Net Cash Proceeds by the Borrower or receipt any of its Subsidiaries from any Asset Sale or Asset Exchange not referred to in subsection (i) above, unless a Reinvestment Notice shall have been delivered in respect thereof in accordance with the terms of the Bank Credit Facility, and subject to subsection (iii) below, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount of such Net Cash Proceeds remaining, if any, after such Net Cash Proceeds have been applied to repay any amounts outstanding under the Bank Credit Facility that are required by the terms thereof to be prepaid from such Net Cash Proceeds (unless such prepayment is expressed waived by the requisite Senior Lenders thereunder in accordance with the terms thereof); provided, however, that notwithstanding the foregoing, (I) the aggregate Net Cash Proceeds of Asset Sales and Asset Exchanges that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $30,000,000 at any time, other than with respect to Asset Sales permitted under Section 5.02(d)(ix) at any time (in each case, after giving effect to any actual reinvestment of such Net Cash Proceeds in accordance with a Reinvestment Notice) and (II) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Advances as set forth in Section 2.05(b)(iii). Subject to subsection (iii) below, each such prepayment shall be applied ratably to the Bridge Facility. (B) At any time after the consummation of the Exchange, the Borrower shall, subject to subsections (iii) and (iv) below, prepay an aggregate principal amount of Initial Term Loans the Advances comprising part of the same Borrowings in accordance with Section 5.02(e). (iii) Prepayments of the Bridge Facility made pursuant to clause (b)(i) above shall be applied ratably to prepay Callable Advances then outstanding, comprising part of the TWT Bridge Credit Agreement same Borrowing, until such Advances are paid in full. Prepayments of the Bridge Facility made pursuant to clause (b)(ii) above shall be applied ratably first to prepay Callable Advances then outstanding, comprising part of the same Borrowing, until such Advances are paid in full and second to prepay Non-Call Advances then outstanding and owing to the Lenders, at the option of each such Lender as set forth in subsection (iv) below. (iv) Upon the occurrence of any Receipt Date, each Lender to which a Non-Call Advance is then owing shall have the right to require the Borrower to prepay all or any portion of the Non-Call Advances owing to such Lender pursuant to an offer made in the manner described below (each, an "OFFER TO PREPAY"), in an amount equal to 100% of all Net Cash Proceeds received the aggregate principal amount thereof plus accrued and unpaid fees and interest, if any, thereon and amounts, if any, owing in respect thereof pursuant to Section 8.04(c), in each case to the date of such prepayment (the “Applicable Asset Sale Proceeds”"PREPAYMENT"); provided . At least 5 Business Days prior to the expected Receipt Date, the Borrower shall notify the Administrative Agent as to the expected occurrence of such Receipt Date, and the Administrative Agent shall deliver a notice on behalf of the Borrower to each such Lender stating: (A) that (x) no such prepayment shall be required the Offer to Prepay is being made pursuant to this Section 2.06(b)(i)(A2.05(b)(iv); (B) ifthe parties, on and the events or prior circumstances giving rise, to the Receipt Date in respect of which such Offer to Prepay is being made, in reasonable detail; (C) the prepayment amount for the Non-Call Advances owing to such dateLender and the Prepayment Date therefor; (D) that any Non-Call Advance (or portion thereof) owing to a Lender in respect of which such Lender has not accepted the Offer to Prepay made to it shall continue to accrue interest in accordance with the terms hereof; (E) that, unless the Borrower defaults in the payment of the Prepayment, all Non-Call Advances (or portions thereof) owing to each Lender that has accepted the Offer to Prepay made to it shall cease to accrue interest after the Prepayment Date; and (F) that any Lender which accepts the Offer to Prepay made to it only with respect to a portion of the Non-Call Advances owing to it shall, promptly upon the request of such Lender, be issued a new Exchange Advance Note equal in principal amount to the principal amount of the remaining Non-Call Advances owing to it. Any Lender that elects to have given written all or a portion of the Non-Call Advances owing to it prepaid as part of the Offer to Prepay shall deliver a notice to the Administrative Agent (with a copy to the Borrower) at least three Business Days prior to the scheduled Receipt Date. Any Lender that does not deliver to the Administrative Agent with a copy to the Borrower notice accepting the Offer to Prepay at least three Business Days prior to the Receipt Date shall be deemed to have rejected such Offer to Prepay. On the Receipt Date, the Borrower shall (x) prepay to each of the TWT Bridge Credit Agreement Lenders that has accepted the Offer to Prepay made to it the Prepayment for its intention to reinvest all Non-Call Advances (or a portion portions of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(BNon-Call Advances) and (y) deliver to each Lender requesting a new Note a Rollover Note equal in aggregate principal amount to the aggregate principal amount of the Non-Call Advances owing, if at any, to such Lender after the time that any Borrower has paid the Lender the Prepayment owing to such prepayment would be requiredLender. If fewer than all of the Lenders owed Non-Call Advances accept the Offer to Prepay, the Administrative Agent shall promptly notify each of the Lenders of the aggregate principal amount of the Non-Call Advances that will remain outstanding after giving effect to the Prepayments. (v) The Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien shall, on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms date of the documentation governing such Indebtedness with the Net Cash Proceeds occurrence of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchasedany Change of Control, “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 prepay the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and Callable Advances in full, together with a premium of 1% on the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtednessprincipal amount prepaid; provided, furtherhowever, that the Borrower shall not be required to prepay such Callable Advances if, at the time of occurrence of such Change of Control, the Existing High Yield Notes shall be rated Investment Grade. (xvi) Upon the occurrence of a Change of Control, each Lender to which a Non-Call Advance is then owing shall have the right to require the Borrower to prepay all or any portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated Non-Call Advances owing to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness such Lender pursuant to an offer made in the terms thereofmanner described below (each, a "CHANGE OF CONTROL OFFER"), in an amount equal to 101% of the aggregate principal amount thereof plus accrued and the remaining amountunpaid fees and interest, if any, thereon and amounts, if any, owing in respect thereof pursuant to Section 8.04(c), in each case to the date of such Net Cash Proceeds prepayment (the "CHANGE OF CONTROL PAYMENT"); provided, however, that the Borrower shall not be required to commence and consummate a Change of Control Offer if, at the time specified below for the commencement of a Change of Control Offer, the Existing High Yield Notes shall be allocated rated Investment Grade. Not later than ten Business Days following any Change of Control, the Borrower shall notify the Administrative Agent as to the Initial Term Loans in accordance with occurrence of such Change of Control, and the terms hereof to the prepayment Administrative Agent shall deliver a notice on behalf of the Initial Term Loans and Borrower to each such Lender stating: (A) that the amount Change of prepayment of the Initial Term Loans that would have otherwise been required Control Offer is being made pursuant to this Section 2.05(b)(i2.05(b)(vi); (B) shall be reduced accordingly the parties, and (y) the events or circumstances giving rise, to the extent Change of Control for which such Change of Control Offer is being made, in reasonable detail; (C) the holders prepayment amount for the Non-Call Advances owing to such Lender and the Change of Other Applicable Indebtedness decline Control Payment Date therefor; (D) that any Non-Call Advance (or portion thereof) owing to have a Lender in respect of which such indebtedness repurchased or prepaid, Lender has not accepted the declined amount Change of Control Offer made to it shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied continue to prepay the Term Loans accrue interest in accordance with the terms hereof; (E) that, unless the Borrower defaults in the payment of the Change of Control Payment, all Non-Call Advances (or portions thereof) owing to each Lender that has accepted the Change of Control Offer made to it shall cease to accrue interest after the Change of Control Payment Date; and TWT Bridge Credit Agreement (F) that any Lender which accepts the Change of Control Offer made to it only with respect to a portion of the Non-Call Advances owing to it shall, promptly upon the request of such Lender, be issued a new Rollover Note equal in principal amount to the principal amount of the remaining Advances owing to it. Any Lender that elects to have all or a portion of the Advances owing to it prepaid as part of the Change of Control Offer shall deliver a notice to the Administrative Agent (with a copy to the Borrower) at least three Business Days prior to the scheduled Change of Control Payment Date. Any Lender that does not deliver to the Administrative Agent with a copy to the Borrower notice accepting the Change of Control Offer at least three Business Days prior to the Change of Control Payment Date shall be deemed to have rejected such Change of Control Offer. On a date that is not earlier than 30 days nor later than 60 days from the date that the Borrower delivers or causes to be delivered notice of the Change of Control to the Lenders owed Non-Call Advances (a "CHANGE OF CONTROL PAYMENT DATE"), the Borrower shall (x) prepay to each of the Lenders that has accepted the Change of Control Offer made to it the Change of Control Payment for its Non-Call Advances (or portions of Non-Call Advances) and (y) deliver to each Lender requesting a new Note a Rollover Note equal in aggregate principal amount to the aggregate principal amount of the Non-Call Advances owing, if any, to such Lender after the Borrower has paid the Lender the Change of Control Payment owing to such Lender. If fewer than all of the Lenders owed Non-Call Advances accept the Change of Control Offer, the Borrower shall promptly notify each of the Lenders of the aggregate principal amount of the Non-Call Advances that will remain outstanding after giving effect to the Change of Control Payments. (vii) In addition, at any time prior to the fifth anniversary of the Exchange Date, upon the occurrence of a Change of Control, the Borrower may, upon not less than 30 days' and not more than 60 days' notice, prepay, in whole but not in part, the Non-Call Advances in an amount equal to 100% of the aggregate principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, thereon and amounts, if any owing in respect thereof pursuant to Section 8.04(c), in each case to the date of such prepayment. Notice of prepayment of the Non-Call Advances pursuant to this subsection (vii) shall be delivered by the Borrower to the Lenders not later than 10 Business Days following the occurrence of a Change of Control. (viii) From and after the issuance of Exchange Securities pursuant to the Exchange Indenture, notwithstanding anything contained herein to the contrary, any amounts required to be applied to the prepayment of the Rollover Notes hereunder and the Exchange Securities pursuant to, and in accordance with the terms of, the Exchange Indenture shall be applied ratably in accordance with the principal amounts outstanding under the Rollover Notes and the Exchange Securities, respectively (subject to the provisions hereunder relating to Non-Call Advances and provisions under the Exchange Indenture relating to non-callable Exchange Securities). (ix) All prepayments under this subsection (b) shall be made together with accrued fees and interest to the date of such prepayment on the principal amount prepaid.

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries (A) If Disposes of any property (1other than any deemed Disposition referred to in Section 7.08(c)) any Prepayment Asset Sale occurs or (2B) any Casualty suffers an Event occursof Loss, in each case, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay (or, in the case of the Term B Loan or Incremental Term Facility, if any, offer to be prepaid purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided, that, the foregoing requirement to offer to purchase Term B Loans or Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Operating Company or substantially all the assets of any Operating Company; provided, further, that, with respect to any Net Cash Proceeds described in this Section 2.04(b)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(i). (ii) Upon the incurrence or issuance by the Borrower or any of its 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 Initial Term A Loans in an amount and Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iii) Each prepayment of Loans pursuant to Section 2.04(b)(i) shall be applied, first, ratably to the “Applicable Asset Sale Proceeds”); provided that (x) no Term A Facility and, to the extent such prepayment is to be made from the Net Cash Proceeds of a Disposition of an Operating Company, but subject to Section 2.04(b)(vii), the Term B Facility and 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 required 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 Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swingline Loans or L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b)(i)(A2.04(b), first, shall be applied ratably to the L/C Borrowings and the 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) ifor (ii) of this Section 2.04(b), on the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. 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 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 Term B Loans or 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 dateWaivable Prepayment, the Borrower shall have given notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Term B Loans of the amount of such Term B Lender’s Applicable Percentage of such Waivable Prepayment and such Term B Lender’s option to refuse such amount. Each such Term B Lender may exercise such option to refuse such amount by giving written notice to the Borrower and the Administrative Agent of its intention election to reinvest all do so on or a 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 Term B Lender which does not notify the Borrower 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 Net Cash Proceeds option, to prepay the Term B Loans held by such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term B Loans in accordance with Section 2.06(b)(i)(B) 2.06(b)), and (yii) if at in an amount equal to that portion of the time Waivable Prepayment that any otherwise would have been payable to those Term B Lenders that have elected to exercise such option, to prepay the Term A Loans and Revolving Credit Loans, which prepayment would shall 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 further applied to the terms scheduled installments 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 repurchased, “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 A 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Revolving Credit Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;2.04(b)(iv).

Mandatory. (i) (AIf any Loan Party or any of its Domestic Subsidiaries Disposes of any property pursuant to Section 7.05(l) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (v) and (viii) below); provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days 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 assets used or useful in the business of the Loan Parties so long as within 365 days after the date of the realization or 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 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 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 Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 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 (viii) below); provided provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required pursuant or indemnity payments, at the election of the Borrower (as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, the Borrower condemnation awards or indemnity payments), and so long as no Default shall have given written notice 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 Administrative Agent acquisition of its intention to reinvest all assets used or a portion useful in the business of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and the Loan Parties or (y) if at the time that any enter into a binding definitive agreement for such prepayment would be requiredreplacement, the Borrower is required to offer to repurchase any Indebtedness outstanding at repair or acquisition and 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 replacement, repair or acquisition shall have been completed within 180 days after such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “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 binding definitive agreement; 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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial 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 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), (iii) or (iv) of this Section 2.05(b) to be applied to prepay 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 an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of prepayment 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 Revolving Credit Facility at such time, in either such case, the 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. (viii) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 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, 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, 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 Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced accordingly by the Reduction Amount as set forth in Section 2.06(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 (ywithout any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (i) Subject to clause (Aiv) If of this Section 2.03(b), if the Borrower or any of its Restricted Subsidiaries Disposes of any property (1other than any Disposition permitted under Section 7.05 (other than clause (d) any Prepayment Asset Sale occurs or (2thereof)) any Casualty Event occurs, which in the aggregate results in the realization by such Person of Net Cash Proceeds or the Borrower or any of its Restricted Subsidiaries receives any Net Cash Proceeds of casualty insurance or condemnation awards, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds (or in the case of a Restricted Subsidiary that is not directly or indirectly wholly owned by the Borrower, in such lesser amount of Net Cash Proceeds as are actually received by the Borrower or a wholly owned Restricted Subsidiary of the Borrower), together with all accrued interest thereon and any additional amounts required pursuant to Section 3.03, such prepayment to occur (subject to the provisions below and to clause (iv) of this Section 2.03(b)) within 10 Business Days following receipt of such Net Cash Proceeds by such Person; provided, however, that, (x) with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(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), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Company Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets, provided that, (i) within 180 days after the receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary, as applicable, has reinvested the Net Cash Proceeds into operating assets or (ii) where such Net Cash Proceeds have not been reinvested within 180 days after the receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary shall cause have entered into a binding agreement for such reinvestment and such reinvestment shall have been consummated within 180 days after entering into such reinvestment agreement (as certified by the Borrower in writing to be prepaid the Administrative Agent); and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds of casualty insurance or condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may apply within 180 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided that any Net Cash Proceeds referred to above in (x) or (y) to be so reinvested shall be deposited in the Cash Collateral Account pending such reinvestment and, provided, further, that any amount referred to above in (x) or (y) which is not so reinvested within the time specified therein shall be applied as set forth in clause (iv) of this Section 2.03(b). (ii) Subject to clause (iv) of this Section 2.03(b), upon the sale or issuance by the Borrower or any of its Restricted Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iii) Subject to clause (iv) of this Section 2.03(b), upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness not permitted under Section 7.02, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (iv) Notwithstanding anything to the “Applicable Asset Sale Proceeds”contrary herein, prepayments made and required to be made by the Borrower under this Section 2.03(b); provided that , together with repayments made and required to be made by the Borrower under Section 2.04, (xa) no such prior to July 29, 2013 shall not exceed an aggregate amount of $155,000,000, (b) prior to July 29, 2014 shall not exceed an aggregate amount of $190,000,000, (c) prior to July 29, 2015 shall not exceed an aggregate amount of $225,000,000, and (d) prior to the Maturity Date shall not exceed an aggregate amount of $260,000,000. (v) Each prepayment shall be required of Term Loans made prior to the Maturity Date pursuant to this Section 2.06(b)(i)(A2.03(b) ifshall be applied, on or prior first, in direct order of maturities, to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 repayment installments 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, Facility 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 are due within ten (10) Business Days 12 months after the date of such rejection) be applied prepayment, second, on a pro rata basis, to prepay the other principal repayment installments of the Term Loans Facility, and shall be paid to the Lenders under the Term Facility in accordance with the terms hereof;their respective Applicable Percentages.

Mandatory. (i) Within five (A5) If (1Business Days after financial statements have been delivered pursuant to Section 6.01(a) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in and the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceedsrelated Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to (A) the Required Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the aggregate amount of all voluntary prepayments of Loans during such Excess Cash Flow Period to the extent such prepayments are not funded with the proceeds of Indebtedness. (ii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% 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, therefrom on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and date which is five (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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 (105) Business Days after the receipt of such Net Proceeds. (iii) Each prepayment of Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to scheduled repayments of Loans required pursuant to Section 2.07 and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. (iv) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such rejection) be applied to prepay prepayment. Each such notice shall specify the Term Loans in accordance with date of such prepayment and provide a reasonably detailed calculation of the terms hereof;amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment.

Mandatory. So long as (i) (A) If (1) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any Prepayment Asset Sale occurs loans thereunder or (2ii) the loans and any Casualty Event occursaccrued interest, which fees and other obligations under the Bridge Facilities have been paid in full, in the aggregate results in event that the realization Borrower or receipt by any Restricted Company of its Subsidiaries receives any Net Cash ProceedsProceeds arising from any Debt Issuance, then the Borrower shall cause to be prepaid on or prior to prepay the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans hereunder in an amount equal to 100% of all such Net Cash Proceeds received not later than five (5) Business Days following the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall have given written notice to promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, receipt by the Borrower is required to offer to repurchase or 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 repurchasedSubsidiary, “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 anyas applicable, of such Net Cash Proceeds and such notice shall be allocated to accompanied by a reasonably detailed calculation of the Initial Term Net Cash Proceeds. Each prepayment of Loans in accordance with the terms hereof under this clause (b) shall be applied to the prepayment in full of the Initial Term Loans aggregate principal amount and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) any accrued but unpaid interest with respect 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 364-Day Tranche Loans before being applied to prepay the Term aggregate principal amount and any accrued but unpaid interest with respect to the 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 accordance with the terms hereof;case of any EurodollarTerm Benchmark Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Mandatory. (i) (A) If At any time in which any Incremental Term Facility Loan remains outstanding, if any Loan Party or any of its Subsidiaries (1other than Unrestricted Subsidiaries or Excluded Subsidiaries (other than Stanfield)) Disposes of any Prepayment Asset Sale occurs property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) or (2h)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (iii) and (v) below); provided, however, that (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 received in respect of a Disposition described in this Section 2.05(b)(i)(A) in excess of the Exempt Proceeds, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the date of the realization or receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the 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 of the Loans as set forth in this Section 2.05(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 Initial Term Loans in an amount 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 “Applicable Asset Sale ProceedsExempt Receipts”); provided that (x) no such shall not be subject to the mandatory prepayment shall be required pursuant to requirements set forth in this Section 2.06(b)(i)(A2.05(b)(ii), and (B) ifwith 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 dateinsurance proceeds, the Borrower condemnation awards or indemnity payments), and so long as no Default shall have given written notice to occurred and be continuing, such Loan Party or such Subsidiary may apply within 12 months after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) respect of which such cash proceeds were received; 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 repurchased, “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, however, that (xA) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of so applied within such Net Cash Proceeds 12 month period shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term 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 amount 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 Initial 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 Revolving Credit Facility Amount at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans that would have 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. (v) Except as otherwise been required provided in Section 2.17, prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b)(i2.05(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, 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, 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 Borrower for use in the ordinary course of its business. 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 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 be reduced accordingly and (y) to not reduce 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;Revolving Credit Commitments.

Mandatory. (i) [Reserved]. (Aii) If (1x) the Borrower or any Prepayment Asset Sale occurs Restricted Subsidiary of the Borrower Disposes of any property or assets (other than any Disposition 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 (2y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any the Borrower or Restricted Company Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(ix) below, on or prior to the date which is five ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds Proceeds, subject to clause (b)(xi) below, an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”)received; provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured by on a Lien on the Collateral ranking pari passu basis with the Lien securing the Initial Term Loans Obligations) 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 repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, Borrower may apply the Applicable Asset Sale 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) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness); provided, further, that (xA) the portion of the Applicable Asset Sale such Net Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale 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 Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b)(ii) shall be reduced accordingly and (yB) 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 five (5) Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then 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 Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of 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 prepayment. Each such notice shall specify the 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.

Mandatory. (i) (AIf the Borrower or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) If (1or 7.05(p) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $50,000,000 in the aggregate for all such Dispositions in any fiscal year, the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in clause (iii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b), at the election of the Borrower (as notified by the Borrower to the date which is Administrative Agent within five Business Days after the date of the realization or receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful assets in the business so long as within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied to the prepayment of the 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 7.03), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount equal to the lessor of (A) 100% 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, on or prior to such date, therefrom immediately upon receipt thereof by the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) Subsidiary and (yB) 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 repurchased, “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 all 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 prepayments to be 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 Initial Term Loans applied as set forth in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(iclause (iii) shall be reduced accordingly and (y) 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;below).

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (A) If (1) other than any Prepayment Asset Sale occurs Disposition of any property permitted by Section 7.05(a), or (2b)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five (5) Business Days upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (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)(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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the 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 this Section 2.05(b)(ii). (ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than the 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 Initial Term Loans in an amount 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). (iii) Upon the “Applicable Asset Sale Proceeds”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), 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 as set forth in clauses (vi) and (ix) below); provided provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required pursuant or indemnity payments, at the election of the Borrower (as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance 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 have given written notice be immediately applied to the Administrative Agent prepayment of its intention to reinvest all or a portion the Loans as set forth in this Section 2.05(b)(v). (v) Each prepayment of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the documentation governing such Indebtedness with Term Facility and the Net Cash Proceeds Amortizing Revolver Borrowings and to the principal repayment installments thereof in inverse order of such Disposition or Casualty Event maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”ix) of this Section 2.05(b), then . (vi) If as of the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis last day of any fiscal quarter the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and Revolving Credit Loans, excluding the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion aggregate outstanding principal amount of the Applicable Asset Sale Proceeds (but not Amortizing Revolver Borrowings, exceeds 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidBorrower’s Working Capital, the declined amount shall promptly Borrower will within five (and in any event within ten (105) Business Days after repay the date 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 of the last day of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;fiscal quarter.

Mandatory. (i) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (A) If other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceedsexcept Credit Agreement Refinancing Indebtedness)), the Borrower shall cause to be prepaid on prepay (or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds Collateralize, as applicable) an aggregate principal amount of Initial Term Loans in an amount Pro Rata Obligations equal to 100% of the gross cash proceeds received by the Borrower or any of its Restricted Subsidiaries from any such Indebtedness less all Net 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 Restricted Subsidiary (such prepayments (or Cash Proceeds received Collateralization) to be applied as set forth in clauses (iii) and (v) below). (ii) [reserved]; (iii) Subject to the “Applicable Asset Sale Proceeds”); provided that next sentence, each prepayment (xor Cash Collateralization, as applicable) no such prepayment shall be required of Pro Rata Obligations pursuant to this Section 2.06(b)(i)(A2.05(b) ifshall 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 Revolving Credit Commitments at such datetime (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 Borrower shall have given written 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 time, 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. (v) 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 Revolving 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. 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 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 of its intention at or prior to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that and in the manner specified by the Administrative Agent, prior to 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 of 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 made by the Borrower pursuant to be so repurchasedany mandatory prepayment provisions relating to asset sale proceeds, “Other Applicable Indebtedness”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), 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 decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the other Net Cash Proceeds received) allocated “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and Administrative Agent by 11:00 a.m. no later than one (y) 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 (101) Business Days Day after the date of such rejection) 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 applied deemed to prepay constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans in accordance with the terms hereof;Loans.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.04(a), (b), (c), (d), (e), (f), (h), (i) If and (1j) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within three Business Days after receipt thereof by such Person (such prepayments to be prepaid on applied as set forth in clause (iv) 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 Borrower (as notified by the Borrower to the Administrative Agent within 90 days after or prior to the date which is five Business Days of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated, or the Borrowers or such Subsidiary shall have committed to such purchase in writing (and the resulting purchase is consummated within 270 days after receipt of such Net Cash Proceeds) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such written agreement or so reinvested shall be applied to the prepayment of the Loans within 30 days of receipt thereof (or termination of such written agreement without consummation of purchase) as set forth in this Section 2.05(b)(i). (ii) Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Equity Issuances), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower (such prepayments to be applied as set forth in clause (iv) below). (iii) Upon the “Applicable Asset Sale Proceeds”incurrence or issuance by the Borrower of any Indebtedness (other than Excluded Debt Issuances); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice prepay an aggregate principal amount of Loans equal to the Administrative Agent 100% of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, received therefrom within three Business Days after receipt thereof by the Borrower is required (such prepayments 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 be applied as set forth in clause (iv) below). (iv) Each prepayment of Loans pursuant to the terms foregoing provisions of this Section 2.05(b) shall be applied to the Loans of the documentation governing such Indebtedness Lenders in accordance with their respective Applicable Percentages. Each mandatory prepayment of Loans shall be applied to the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds remaining Scheduled Term Loan Installments 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;basis.

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(a) If – (1h), (j), (k) any Prepayment Asset Sale occurs or, (l) or (2n) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of aggregate Net Cash ProceedsProceeds in excess of $15,000,000 in any fiscal year, the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in clause (iii) 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 Borrower (as notified by the Borrower to the date which is five Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the realization Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such 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 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 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 Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (the “Applicable Asset Sale Proceeds”such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided 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 (x) no an amount equal to any cash proceeds not so applied within such prepayment 365 day period shall be required 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 2.06(b)(i)(A2.05(b) ifshall be applied, on or prior 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 Revolving Credit Facility at such datetime, the Borrower shall have given written 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. (v) Prepayments of the Revolving Credit Facility made pursuant to Section 2.05(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. 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 Administrative Agent 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 its intention this Section 2.05, (i) to reinvest all 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 in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, so affected were the Borrower is to attempt to repatriate such cash will not be required to offer be applied 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 repay 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;2.05.

Mandatory. (i) If the Company or any of its Subsidiaries Disposes of any property (Aincluding any Equity Interest in any Person) If in accordance with and permitted by Section 7.02(b), (1d) any Prepayment Asset Sale occurs or (2f) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Borrower shall cause prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(iv) below equal to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt 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 Initial Term Loans and other Indebtedness as provided in an amount 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 Asset Sale Proceeds”); provided 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) no 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 required pursuant to this Section 2.06(b)(i)(Amade and applied as set forth in clause (b)(iv) above); provided that, if, on or prior to the date any such dateprepayment is required to be made, the Borrower shall have given written notice to Company notifies the Administrative Agent of its intention to reinvest all or a 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 accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be requiredor portion thereof, 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 repurchased, “Other Applicable IndebtednessEligible 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 BorrowerCollateral Agent until such time as they are reinvested, at 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 180 days following receipt thereof, or if the Company or any of its electionSubsidiaries 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, may apply if any Eligible Reinvestment Proceeds have not been so reinvested prior to the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis expiration of the aggregate applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Term Loans and Other Applicable other Indebtedness at such timewith the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (b)(v) and the remaining Net Cash Proceeds so received above (without regard to the prepayment 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 Other Applicable Indebtedness; providedEligible Reinvestment Proceeds. (vi) Upon consummation of the Hydra Transaction, further, that (xA) 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 unpaid principal amount of Applicable Asset Sale Proceeds required to be allocated to all outstanding Loans, all interest and other amounts owing or payable under the Other Applicable Indebtedness pursuant to the terms thereofLoan Documents and all other Obligations (other than contingent indemnification obligations for which no claim has been made) shall automatically become due and payable, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated immediately repaid in full in cash and (B) the commitment of each Lender to the Initial Term make Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;automatically terminated.

Mandatory. (ia) [reserved]. (A) If (1x) the Borrower or any Prepayment Asset Sale occurs Restricted Subsidiary Disposes of any property or assets pursuant to Section 7.05(f) or (2j) (or in a Disposition not permitted by this Agreement) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any the Borrower or such Restricted Company Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid prepay on or prior to the date which is five ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”)realized or received; provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) 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 any Indebtedness outstanding at such time (other than revolving Indebtedness) that is secured by on a Lien on the Collateral ranking pari passu basis (but without regard to control of remedies) with the Lien securing the Initial Term Loans Obligations pursuant to the terms of the documentation governing or evidencing such Indebtedness with the Net Cash Proceeds 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, at its election, Borrower or applicable Restricted Subsidiary may apply the Applicable Asset Sale such Net Cash Proceeds 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 time) and ; provided that the remaining portion of such 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 such Net Cash Proceeds required to be 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 Initial Term Loans in accordance with the terms hereof hereof) to the prepayment of the Initial Term Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.05(b)(ii)(A) shall be reduced accordingly and (y) accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased 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 or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its or any of its Restricted Subsidiary’s business (x) within twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within one hundred and eighty (180) days after such twelve

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(a) If through (1f)) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to 75% of such Net Cash Proceeds within one (1) Business Day after receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the 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 of the realization or 180 days after receipt of such Net Cash Proceeds that the Borrower (directly or indirectly through one of its Subsidiaries) intends and 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 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 Initial 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 “Applicable Asset Sale Proceeds”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 provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required pursuant or indemnity payments, at the election of the Borrower (as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance 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 have given written notice be immediately applied to the Administrative Agent prepayment of its intention to reinvest all or a portion the Term Loans as set forth in this Section 2.05(b)(iv). (v) Each prepayment of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 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 documentation governing such Indebtedness with 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 of required by such Disposition or Casualty Event (such Indebtedness required clause to be offered to be so repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 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 accordance with Article IV, reborrow such amounts (which amounts, to the terms hereof;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 Revolving Credit Facility at such time, the 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. 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) [Reserved] (ii) If (x) the Borrower or any Subsidiary of the Borrower Disposes of any property or assets (other than (A) If any Disposition of any property or assets permitted by Section 7.05(a), (1b), (c), (e), (f), (h), (i), (k) any Prepayment Asset Sale occurs or (2l) or (B) so long as an ABL Facility is in effect and the Borrower delivers a certificate to the Administrative Agent setting forth the portion of such Net Proceeds that the Borrower intends to prepay Indebtedness under the ABL Credit Agreement, any Disposition of ABL Priority Lien Collateral (as defined in the Intercreditor Agreement)) or (y) any Casualty Event (other than with respect to ABL Priority Collateral (as defined in the Intercreditor Agreement) for so long as an ABL Facility is outstanding) occurs, which in the aggregate results in the realization or receipt by any Restricted Company the Borrower or Subsidiary of Net Cash Proceeds, the Borrower shall cause to be offered to be prepaid in accordance with clause (viii) below, on or prior to the date which is five (5) Business Days after the date of the realization or receipt by Parent, the Borrower or such Subsidiary of such Net Cash Proceeds an aggregate principal amount of Initial Term the Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”)received; provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 other Permitted Ratio Debt (or any Permitted Refinancing thereof) that is secured by on a Lien on the Collateral ranking pari passu basis with the Lien securing the Initial Term Loans Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds net proceeds of such Disposition or Casualty Event (such Indebtedness Permitted Ratio Debt or Permitted Refinancing thereof required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, Borrower may apply the Applicable Asset Sale 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) and the remaining Net Cash Proceeds so received to the prepayment of such 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; provided, further, further that (xA) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds 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 Cash Proceeds net proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ihereof) shall be reduced accordingly and (yB) 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 Parent, the Borrower or any 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 (viii) below an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is four (4) Business Days after the receipt by Parent, the Borrower or such Subsidiary of such Net Proceeds. (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (ii) through (iv) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by subsections (a) If through (1h) any Prepayment Asset Sale occurs or (2of Section 7.05) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $100,000,000 in the aggregate from the Closing Date to the Maturity Date, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly, and in any event within five Business Days, upon receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clause (iv) 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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is within five Business Days after of the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the realization Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, either (x) such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent) or (y) a definitive agreement shall have been entered into committing the Borrower or such Subsidiary to make such purchase; and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested by such date shall be immediately applied to the prepayment 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 Excluded Issuances or any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% 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) iftherefrom promptly, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 five Business Days, upon receipt thereof by the Borrower or such Subsidiary (10such prepayments to be applied as set forth in clause (iv) Business Days 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 7.03) after the date Closing Date, 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 rejectionSubsidiary (such prepayments to be applied as set forth in clause (iv) below). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to prepay the Term principal of the Loans and shall be paid to the Lenders in accordance with the terms hereof;their respective Applicable Percentages.

Mandatory. (i) [Intentionally Omitted]. (Aii) If any Loan Party or any of its Subsidiaries Disposes of any property (1other than any Disposition of any property permitted by Section 7.05) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (vi) and (ix) below); provided that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days 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 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and providedfurther that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be applied immediately following such 180-day period to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). (iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount 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). (iv) Upon the “Applicable Asset Sale Proceeds”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 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 (vi) and (ix) below). (v) 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 (vi) and (ix) below); provided that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required pursuant or indemnity payments, at the election of the Borrower (as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, the Borrower condemnation awards or indemnity payments), and so long as no Default shall have given written notice to occurred and be continuing, such Loan Party or such Subsidiary may apply within 180 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) respect of which such cash proceeds were received; and (y) if at the time providedfurther 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 cash proceeds not so repurchased, “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 any, of such Net Cash Proceeds applied shall be allocated to the Initial Term Loans in accordance with the terms hereof applied immediately following such 180-day period to the prepayment of the Initial 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 Term Loan 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 (ix) of this Section 2.05(b). (vii) [Intentionally Omitted]. (viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the 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 of prepayment equal to such excess. (ix) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly applied ratably to the L/C Borrowings and (y) 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 to the extent so required at such time pursuant to Section 2.03(g); and, in the holders case of Other Applicable Indebtedness decline prepayments of the Revolving Credit Facility required pursuant to have such indebtedness repurchased clause (i), (ii), (iii), (iv) or prepaid(v) of this Section 2.05(b), the declined amount shall promptly (and in any event within ten (10) Business Days remaining, if any, after the date prepayment in full of all L/C 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 rejectionprepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in 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 prepay or from the Term Loans in accordance with Borrower or any other Loan Party) to reimburse the terms hereof;L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory. (i) (A) If (1) the Administrative Agent notifies the Borrowers at any Prepayment Asset Sale occurs or 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 Casualty Event occurstime 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 Disposes of any property (including any Equity Interest in any Person) in accordance with and permitted by Section 7.02(b), (d) or (f) which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds (including, for the avoidance of doubt, any Net Cash Proceeds realized from the Technology Disposition but excluding any Excluded Disposal Proceeds), the Borrower Borrowers shall cause prepay an aggregate principal amount of Loans and other Indebtedness as provided in clause (b)(v) below equal to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt 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. 3 Closing Date, the Borrowers shall prepay an aggregate principal amount of Initial Term Loans and other Indebtedness as provided in an amount 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. 3 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, that are or 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 (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 and, as applicable, cash collateralize on a pro rata basis based on the Applicable Asset Sale Proceeds”); provided 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) no 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 (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 required pursuant to this Section 2.06(b)(i)(Amade and applied as set forth in clause (b)(v) above); provided that, if, on or prior to the date any such dateprepayment is required to be made, the Borrower shall have given written notice to Company notifies the Administrative Agent of its intention to reinvest all or a 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 accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be requiredor portion thereof, 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 repurchased, “Other Applicable IndebtednessEligible 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 BorrowerCollateral Agent until such time as they are reinvested, at 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 180 days following receipt thereof, or if the Company or any of its electionSubsidiaries 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 any Eligible Reinvestment Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the outstanding principal amount of the Loans and other Indebtedness with the Eligible Reinvestment Proceeds not so reinvested as set forth in clause (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. (vii) Any proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds, as the case may apply be, available for 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 Applicable Asset Sale extent the amount of such proceeds, Net Cash Proceeds or Net Insurance/Condemnation Proceeds exceeds the total outstanding principal amount of such Loans, the Borrowers shall use such remaining cash to collateralize any outstanding L/C Obligations as provided in Section 2.16. Any such Cash Collateral shall be provided to the L/C Issuers on a pro rata basis by reference to the uncollateralized L/C Obligations held by each such L/C Issuer. (determined on the basis viii) Upon consummation of the aggregate outstanding Hydra Transaction, (A) the unpaid principal amount of all outstanding Loans, all interest and other amounts owing or payable under the Term Loan Documents and all other Obligations (other than contingent indemnification obligations for which no claim has been made) shall automatically become due and payable, and shall be immediately repaid in full in cash, (B) the commitment of each Lender to make Loans and Other Applicable Indebtedness at such time) any obligation of the L/C Issuers to make L/C Credit Extensions shall be automatically terminated, and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (xC) the portion of the Applicable Asset Sale Proceeds (but not the other Net Company shall immediately 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;Collateralize outstanding L/C Obligations.

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (Aor series of related Asset Dispositions or Recovery Events), the Borrower shall, subject to clause (iii) If below, prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clauses (iii) and (vii) below); provided, however, that with respect to any Prepayment Net Cash Proceeds received from an Asset Sale occurs Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary (2or any combination of the foregoing) may reinvest all or any Casualty Event occursportion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent on or prior to the date of its receipt of Net Cash Proceeds from such Disposition a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.05(b), which (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other reinvestment action shall have been consummated; provided, however, that in the aggregate results case of any Asset Disposition of, or Recovery Event with respect to, any Collateral, in the realization event the Borrower or receipt by any such Restricted Company of Subsidiary chooses to reinvest such Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, shall cause reinvest such Net Cash Proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person organized under the laws of any political subdivision of the United States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, any Net Cash Proceeds received as a result of the Disposition of the Caesar, the Express or the Ingleside, Texas spoolbase located at 2▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (and ancillary equipment with respect thereto) shall not be required to be prepaid reinvested or applied as a prepayment as provided above, but may be used by the Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date which is five Business Days after of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred. (ii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) through (f) and (h) through (k)), the realization or receipt of such Net Cash Proceeds Borrower shall prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on the next Business Day following receipt thereof by the Borrower or any Restricted Subsidiary (such prepayments to be applied as set forth in clauses (iii) and (vi) below). The provisions of this Section do not constitute a consent to the “Applicable Asset Sale Proceeds”); provided that issuance or incurrence of any Indebtedness by the Borrower or any of its Restricted Subsidiaries not otherwise permitted hereunder. (xiii) no such Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be required pursuant applied, first, ratably to the Term Facility 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 (vi) of this Section 2.06(b)(i)(A2.05(b). (iv) Notwithstanding any of the other provisions of clause (i), (ii) or (iii) 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), (ii) or prior (iii) 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 datedate is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. 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 an 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 (iv)) but which have given not previously been so applied. (v) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i) or (ii) of this Section 2.05(b), the Borrower may, upon prior written notice to the Administrative Agent of its intention Agent, elect to reinvest defer such all or a any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in accordance with Section 2.06(b)(i)(B) a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (yB) if such proceeds are applied to prepay the Loans at the time that end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such prepayment would be requireddeferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or credited to, such deposit account. (vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower is required 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 offer such excess. (vii) Prepayments of the Revolving Credit Facility made pursuant to repurchase any Indebtedness 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, Swing Line Loans and Revolving Credit Loans outstanding at such time that is secured by a Lien on and the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms Cash Collateralization of the documentation governing such Indebtedness with remaining L/C Obligations in full may be retained by the Net Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchasedCollateralized, “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 funds held as 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 any, of such Net Cash Proceeds Collateral shall be allocated applied (without any further action by or notice to or from the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (yBorrower or any other Loan Party) to reimburse the extent applicable L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) If (1) Disposes of any Prepayment Asset Sale occurs property or (2B) any Casualty suffers an Event occursof Loss, in each case, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower Company shall cause prepay, immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to be prepaid 100% of such Net Cash Proceeds; provided, however, that, with respect to any Net Cash Proceeds described in this Section 2.04(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 five Business Days after the date of the realization or receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such 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 of the Loans as set forth in this Section 2.04(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 Initial Term Loans in an amount equal to 100% of 45 all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary. (iii) Upon the incurrence or issuance by Holdings of any Indebtedness (other than any Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.12), Holdings shall deliver to the Company, and the Company shall prepay an aggregate principal amount of Loans equal to, 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Holdings. (iv) Each prepayment of Loans pursuant to the “Applicable Asset Sale Proceeds”); provided that (xforegoing provisions of this Section 2.04(b) no such prepayment shall be required applied, first, ratably to the Term A Facility 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 (vi) of this Section 2.04(b). (v) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Company shall immediately prepay Revolving Credit Loans, the Swing 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. (vi) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.06(b)(i)(A2.04(b), first, shall be applied ratably to the L/C Borrowings and the Swing 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) if, on or prior to such date(iii) of this Section 2.04(b), the Borrower shall have given written notice to amount remaining, if any, after the Administrative Agent prepayment in full of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) L/C Borrowings, Swing Loans and (y) if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness Revolving Credit Loans outstanding at such time that is secured by a Lien on and the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms Cash Collateralization 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 repurchased, “Other Applicable Indebtedness”), then the Borrower, at its electionremaining L/C Obligations in full, may apply be retained by the Applicable Asset Sale Proceeds on a pro rata basis (determined on Company for use in the basis ordinary course of its business. Upon the aggregate outstanding principal amount drawing of any Letter of Credit that has been Cash Collateralized, the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net funds held as 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 any, of such Net Cash Proceeds Collateral shall be allocated applied (without any further action by or notice to or from the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (yCompany or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (i) If the Company or any of its Restricted Subsidiaries (A) If Disposes of any property (1other than any deemed Disposition referred to in Section 7.08(c)) any Prepayment Asset Sale occurs or (2B) any Casualty suffers an Event occursof Loss, in each case, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay (or, in the case of the Incremental Term Facility, if any, offer to be prepaid purchase at par), immediately upon receipt thereof by such Person, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds which, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $75,000,000; provided, that, 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 described in this Section 2.04(b)(i), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) , and so long as no such prepayment Default shall have occurred and be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such datecontinuing, the Borrower shall have given written notice to the Administrative Agent of its intention to Company or such Restricted Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at operating assets so long as within 365 days after 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 repurchased, “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 any, receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided, however, that any Net Cash Proceeds not so reinvested shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to as set forth in this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;2.04(b)(i).

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e) If (1) any Prepayment Asset Sale occurs or (2f)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause 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 prepaid applied as set forth in clauses (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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 360 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the 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 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 Initial Term Loans in an amount 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 (iv) and (vii) below). (iii) Upon any Extraordinary Receipt received by or paid to or for the “Applicable Asset Sale Proceeds”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 clauses (iv) and (vii) below); provided provided, however, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) no such prepayment shall be required pursuant or indemnity payments, at the election of the Borrower (as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have given written notice to or such Subsidiary may apply within 360 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or Real Property in accordance with Section 2.06(b)(i)(B) respect of which such cash proceeds were received; 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 repurchased, “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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans as set forth in this Section 2.05(b)(iii). (iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the Facility in the manner set forth in clause (vii) of this Section 2.05(b). (v) [Reserved]. (vi) If for any reason the Total Outstandings at any time exceed the Facility at such time, the 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 of prepayment equal to such excess. (vii) Prepayments of the Initial Term Loans that would have otherwise been required Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly 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 (ywith no corresponding reduction of the Commitments); 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, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. 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 Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidLenders, 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;as applicable.

Mandatory. (i) [Reserved]. (Aii) [Reserved]. (iii) If the Borrower or any of its Subsidiaries Disposes of any property (1other than any Disposition of any property permitted by Section 7.05(b), (c), (d), (e) any Prepayment Asset Sale occurs or (2i)) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior shall, subject to the date which is use of such Net Cash Proceeds to prepay loans pursuant to the terms of the Bank Loan Agreement, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds 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; provided, however, that, following the Interim Loan Maturity Date only, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.04(b)(iii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent not more than 30 days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, the realization Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed; provided, further, however, that with respect to Dispositions pursuant to Section 7.05(h), (x) the Borrower or such Subsidiary may only reinvest up to 50% of such Net Cash Proceeds which do not in the aggregate for all Dispositions under such Section exceed 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter; and (y) the remaining 50% of such Net Cash Proceeds and any Net Cash Proceeds not so reinvested and 100% of such Net Cash Proceeds for Dispositions under such Section in excess of 5% of the Borrower’s Consolidated Total Assets as of the end of the immediately preceding fiscal quarter shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.04(b)(iii). (iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (including, without limitation, any Permanent Securities) or any equity or equity-linked securities of the Borrower, the Borrower shall, subject to the use of such Net Cash Proceeds to prepay loans pursuant to the terms of the Bank Loan Agreement, prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom promptly, but in any event within five Business Days, after receipt thereof by the Borrower or such Subsidiary. (v) Upon any Extraordinary Receipt received by or paid to or for the “Applicable Asset Sale Proceeds”); provided that account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (xiii) no such prepayment shall be required pursuant to or (iv) of this Section 2.06(b)(i)(A) if, on or prior to such date2.04(b), the Borrower shall have given written notice shall, subject to the Administrative Agent of its intention to reinvest all or a portion use of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) 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 prepay loans pursuant to the terms of the documentation governing such Indebtedness with the Bank Loan Agreement, prepay an aggregate principal amount of 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 Disposition or Casualty Event Person and (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then B) the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis expiration 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 Indebtedness30 day period provided below; provided, furtherhowever, that with respect to any proceeds of insurance, condemnation awards (xor payments in lieu thereof) or indemnity payments, at the portion election of the Applicable Asset Sale Proceeds Borrower (but not as notified by the other Net Cash Proceeds received) allocated Borrower to the Other Applicable Indebtedness shall Administrative Agent not exceed more than 30 days after the amount date of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereofreceipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the remaining amount, if any, Borrower or such Subsidiary may apply within 12 months after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such 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 cash proceeds not so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to as set forth in this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;2.04(b)(v).

Mandatory. (i) (A) If the Borrower or any Restricted Subsidiary Disposes of any property or assets (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occursother than in a Disposition of Intellectual Property not prohibited hereunder), which in the aggregate results in the realization or receipt by any the Borrower or such Restricted Company Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans to be prepaid prepaid, on or prior to the date which is five ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds in an aggregate principal amount equal to 100% of Initial Term all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.04(b)(i)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.04(b)(i)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition involving the sale of Equity Interests in any Subsidiary of the Borrower), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (including, without limitation, Investments in its Subsidiaries) within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default was continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if any Net Cash Proceeds are not reinvested by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of the Loans as set forth in this Section 2.04 within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the expiration of such time periods. (ii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause Loans to be prepaid in an amount equal to 100% 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, therefrom on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and date which is five (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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 (105) Business Days after the receipt of such Net Cash Proceeds. (iii) If for any reason the Total Outstandings at any time exceeds the Aggregate Commitments then in effect, the Borrower shall promptly prepay, or cause to be promptly prepaid, Loans in an aggregate amount equal to such excess. (iv) If any Subsidiary (other than any Restricted Subsidiary) of the Borrower or the Restricted Subsidiaries makes any dividend or distribution (in each case, whether in cash or Cash Equivalents) with respect to any Equity Interests in such Subsidiary, or any other payment on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Borrower or any Restricted Subsidiary, or makes an advance or loan to the Borrower or any Restricted Subsidiary, then the Borrower shall cause Loans to be prepaid in an amount equal to 50% of such dividends, distributions and loans on or prior to the date which is five (5) Business Days after the receipt thereof; provided that any proceeds from any Excluded Distributions shall not be required to be so repaid. (v) Each prepayment of Loans pursuant to this Section 2.04(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to this Section 2.04 at least three (3) Business Days prior to the date of such rejectionprepayment (except in the case of prepayments to be made pursuant clause (iii) above, which shall be applied to prepay made promptly after, or concurrently with, the Term Loans in accordance with delivery of such notice). Each such notice shall specify the terms hereof;date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment, which shall be pro rata across all Facilities.

Mandatory. (i) Subject to clauses (Av) If and (1viii) below, not later than the fifth Business Day following receipt by the Borrower or any Prepayment Subsidiary of any Net Proceeds in connection with any Asset Sale occurs or (2) other than any Casualty Event occurs, which in Asset Sale relating to the aggregate results in the realization or receipt by any Restricted Company of Net Cash ProceedsTarget Non-Core Assets), the Borrower shall cause apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix). (ii) Subject to clauses (v) and (viii) below, not later than the fifth Business Day following receipt by the Borrower or any Subsidiary of any Net Proceeds in connection with any Recovery Event (other than any Recovery Event relating to the Target Non-Core Assets), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix); provided that no prepayment pursuant to this clause (ii) shall be prepaid required if the Net Proceeds received in connection with any such Recovery Event are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Recovery Events in any fiscal year. (iii) 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)(ix). (iv) Subject to clause (v) below, not later than the fifth Business Day following (A) receipt of Net Proceeds by the Borrower or any Subsidiary of any Extraordinary Receipts (other than any Extraordinary Receipts relating to the Target Non-Core Assets), the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix); 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, and (B) the date on which any cash that is restricted on the balance sheet of the Borrower is no longer restricted as a result of the incurrence of any Replacement ABL Facility pursuant to Section 6.01(a)(ii)(B), including upon any issuance of letters of credit under such Replacement ABL Facility, or otherwise, except to the extent such cash promptly becomes restricted in favor of the State of New York as cash collateral for statutory obligations. (v) Not later than five (5) Business Days following receipt by the Borrower or any Subsidiary of any Net Proceeds in connection with any Asset Sale, Recovery Event or other transaction resulting in proceeds in respect of Target Non-Core Assets: (1) if the aggregate principal amount of outstanding Loans is greater than $200,000,000, the Borrower shall apply (i) 100% of such Net Proceeds to prepay outstanding Loans in accordance with Section 2.06(b)(ix) until the balance of the Loans is equal to $200,000,000, at which point clause (2) below will apply to any remaining Net Proceeds plus (ii) a prepayment premium equal to one percent (1.0%) of the principal amount of the Loans so prepaid; and (2) if the aggregate principal amount of outstanding Loans is less than or equal to $200,000,000, but greater than $100,000,000, the Borrower shall apply (i) 50% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(ix) until the balance of the Loans is equal to $100,000,000 at which point clause (3) below will apply to any remaining Net Proceeds plus (ii) a prepayment premium equal to (x) with respect to any prepayment pursuant to this Section 2.06(b)(v)(2) prior to the fourth anniversary of the First Amendment Effective Date, one percent (1.0%) or (y) with respect to any prepayment pursuant to this Section 2.06(b)(v)(2) on or after the fourth anniversary of the First Amendment Effective Date, zero percent (0%), in each case, of the principal amount of the Loans so repaid; provided that, concurrently with making the mandatory prepayment described in this Section 2.06(b)(v)(2), the Borrower shall have the option to apply the remaining 50% of the Net Proceeds not so required to be applied to mandatory prepayment pursuant to this Section 2.06(b)(v)(2) to voluntarily prepay the outstanding Loans at a prepayment premium equal to (x) with respect to any prepayment pursuant to this Section 2.06(b)(v)(2) prior to the fourth anniversary of the First Amendment Effective Date, one percent (1.0%) or (y) with respect to any prepayment pursuant to this Section 2.06(b)(v)(2) on or after the fourth anniversary of the First Amendment Effective Date, zero percent (0%), in each case, of the principal amount of the Loans so repaid; and (3) if the aggregate principal amount of outstanding Loans is less than or equal to $100,000,000200,000,000, the Borrower may retain such Net Proceeds and shall not be required to make any mandatory prepayment pursuant to this Section 2.06(b)(v); provided thatwith such Net Proceeds shall be included in the calculation of Excess Cash Flow. (vi) Upon the occurrence of a Change in Control, each Lender shall have the right to require the Borrower to prepay such ▇▇▇▇▇▇’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 which is five 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 after thereof. Each Lender that intends to exercise its right to require the Borrower to prepay such Lender’s Loans pursuant to this Section 2.06(b)(vi) shall provide written notice thereof to the Administrative Agent no later than 5:00 p.m., within ten Business Days of the receipt of any Change in Control Notice delivered pursuant to the foregoing clause (b) (such date, the “Change 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)(vi). The Borrower shall make any prepayment pursuant to this Section 2.06(b)(vi) 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. (vii) 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 realization most recent Financial Statements delivered or receipt of required to be delivered pursuant to Section 5.01(a) (for any such Net Cash Proceeds fiscal year, the “ECF Prepayment Date”), the Borrower shall prepay outstanding Loans in an aggregate principal amount of Initial Term Loans in an amount equal to (x) 100% of all Net Excess Cash Proceeds received Flow for such fiscal year minus (y) except for the Refinancing Transactions (as defined in the First Amendment), optional prepayments of Loans under Section 2.06(a) during such fiscal year (the “Applicable Asset Sale ProceedsECF Prepayment”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A2.06(b)(vii) ifto the extent that after giving effect to such prepayment U.S. Liquidity would be less than (x) prior to the Borrower Deleveraging Milestone Date, $60,000,000 or (y) on or prior after the Borrower Deleveraging Milestone Date, $85,000,000, in each case at the time of making such prepayment; provided that (A) the Borrower shall make the maximum portion of such ECF Prepayment when due to the extent such datepayment shall not cause the Borrower to violate the foregoing clause and (B) 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. (viii) Notwithstanding the foregoing, the Borrower shall have given written notice not be required to apply any Net Proceeds that are the subject of clauses (i) or (ii) above to prepay the Loans to the Administrative Agent extent reinvested by the Borrower or any of its intention to reinvest all Restricted Subsidiaries in assets of a kind then used or a portion usable in the business of the Borrower and its Restricted Subsidiaries within 12 months of receipt of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B(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) if at entry into the time that contractual commitment to apply such Net Proceeds; and (b) 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans actually reinvested in accordance with the terms hereof foregoing shall be promptly applied by the Borrower to prepay the Loans; provided further that (A) such Net Proceeds may not be reinvested in cash or Cash Equivalents, accounts receivable, stock inventory, marketable securities, prepaid liabilities or other current assets (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), (B) notwithstanding anything to the prepayment contrary herein, the aggregate amount of Net Proceeds of Asset Sales and Recovery Events that may be reinvested pursuant to this clause (viii) shall not exceed $20,000,000 in any fiscal year (unless the aggregate principal amount of outstanding Senior Secured Indebtedness is less than $300,000,000 at the time of making such reinvestment, in which case the limitation set forth in this clause (B) shall not apply) and (C) the Net Proceeds of any Target Non-Core Assets that are required to be used to prepay Loans pursuant to Section 2.06(b)(v) may not be reinvested without the prior written consent of the Initial Term Required Lenders. (ix) Prepayments of outstanding Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i2.06(b) shall be reduced accordingly and (y) to applied in such manner as 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;Borrower may specify.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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 Initial Term Loans in accordance with the terms hereof;

Mandatory. (i) Within three (A3) If (1) Business Days after receipt of any Prepayment Asset Sale occurs net proceeds of the FEMA Make Whole after the Closing Date in excess of $140.0 million by the Borrower or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash ProceedsSubsidiary, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received such FEMA Make Whole proceeds on such date. (the “Applicable Asset Sale Proceeds”); provided that ii) Subject to clause (vi) below, if (x) no the Borrower or any of its Subsidiaries consummates an Asset Sale or (y) any Recovery Event occurs, and the transactions described in the foregoing clauses (x) or (y) result in the receipt by the Borrower and its Subsidiaries of Net Proceeds (any such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on transaction or prior to such dateseries of related transactions being a “Relevant Transaction”), the Borrower shall have given give written notice to the Administrative Agent thereof promptly after the date of its intention receipt of such Net Proceeds and the Borrower shall, prepay an aggregate principal amount of Term Loans in an amount equal to reinvest such Net Proceeds received in the aggregate since the Closing Date received from such Relevant Transaction within five (5) Business Days of receipt thereof by the Borrower or such Subsidiary; provided that, notwithstanding anything to the contrary herein, to the extent required pursuant to the documentation governing any Super Priority Obligations, Net Proceeds of any Asset Sale shall be applied by the Borrower first to prepay or cash collateralize such Super Priority Obligations (including with respect to unreimbursed drawings, reimbursement obligations or cash collateral requirements) to the extent required by the terms thereof, and any remaining Net Proceeds shall be applied in accordance with this clause (i); provided further that, notwithstanding anything to the contrary herein, any prepayment of the Capital Raise New CoreCo Junior Term Loans made pursuant to this Section 2.10(b)(ii) in connection with any Asset Sale shall be accompanied by a prepayment premium in an amount equal to 3.00% of the principal amount so prepaid to the Administrative Agent, at the time of such prepayment, for the ratable account of each of the applicable Capital Raise New CoreCo Junior Term Loan Lenders, which premium shall be due and payable on the date of each such prepayment regardless of when such Asset Sale occurs. (iii) [Reserved]. (iv) Each prepayment of Term Loans pursuant to Section 2.10(a)(ii) (A) shall be applied first, to the prepayment of Senior Term Loans and second, to the extent no Senior Term Loan Obligations are then-outstanding, to the prepayment of the Capital Raise New CoreCo Junior Term Loans, (B) shall be applied, with respect to each such Class for which ID: 4923-7560-1526 v.17.2 - MSW prepayments will be made, in a manner determined at the discretion of the Borrower in the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.3 and (C) shall be paid to the Appropriate Lenders in accordance with their respective pro rata share (or other applicable share provided by this Agreement) of each such Class of Term Loans, subject to clause (vi) of this Section (b). (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (i) through (iv) of this Section (b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. 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 Lender holding Term Loans may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be requireddeclined amounts, 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 “Declined Proceeds”) of 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 made by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) one (1) Business Day prior to the 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 so repurchased, “Other Applicable Indebtedness”), then rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Borrower, at its election, may apply Administrative Agent within the Applicable Asset Sale Proceeds on a pro rata basis (determined on time frame specified above or such Rejection Notice fails to specify the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at to be rejected, any such time) and failure will be deemed an acceptance of the remaining Net Cash Proceeds so received to the total amount of such mandatory 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 any, of such Net Cash Term Loans. Any Declined Proceeds shall be allocated to retained by the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;Borrower.

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(a) If – (1h), (j), (k), (l) any Prepayment Asset Sale occurs or (2n) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of aggregate Net Cash ProceedsProceeds in excess of $15,000,000 in any fiscal year, the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds in excess of $15,000,000 within three Business Days after receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in clause (iii) 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 Borrower (as notified by the Borrower to the date which is five Administrative Agent within three Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing or would result therefrom, the realization Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such 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 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 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 Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom within three Business Days after receipt thereof by the Borrower or such Restricted Subsidiary (the “Applicable Asset Sale Proceeds”such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided 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 (x) no an amount equal to any cash proceeds not so applied within such prepayment 365 day period shall be required 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 2.06(b)(i)(A2.05(b) ifshall be applied, on or prior 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 Revolving Credit Facility at such datetime, the Borrower shall have given written 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. (v) Prepayments of the Revolving Credit Facility made pursuant to Section 2.05(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. 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 Administrative Agent 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 its intention this Section 2.05, (i) to reinvest all 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 in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would be required, so affected were the Borrower is to attempt to repatriate such cash will not be required to offer be applied 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 repay 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 repurchased, “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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;2.05.

Mandatory. (i) (AIf the US Borrower or any Restricted Subsidiary Disposes of any property pursuant to Section 7.05(f),7.05(g) If (1or 7.05(h) or any Prepayment Asset Sale occurs or (2) any Casualty Event occursproperty that is not permitted to be Disposed of by the Loan Documents, in each case, which in the aggregate Disposition results in the realization or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower Borrowers shall cause 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 prepaid 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 US Borrower (as notified by the US Borrower to the Administrative Agent on or prior to the date which is five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”Disposition); provided that (x) , and so long as no such prepayment Default shall have occurred and be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such datecontinuing, the US Borrower shall have given written notice to the Administrative Agent of its intention to or such Restricted Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) operating assets, useful in the business of the US Borrower and its Restricted Subsidiaries so long as within 270 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (y) if at as certified by the time that any such prepayment would be required, the US 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 in writing to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event Administrative Agent) (such Indebtedness required to be offered to be so repurchased, “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 a binding commitment entered into within such 270 day period with respect to the Other Applicable Indebtedness such purchase 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 any, 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 allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Term Loans and the amount of as set forth in this Section 2.05(b)(i). (ii) Each prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly applied ratably to the Term Aggregate Commitments. (iii) If for any reason the Total Revolving Credit Outstandings exceed the lesser of (A) the Revolving Credit Aggregate Commitments and (yB) to the extent the holders of Other Applicable Indebtedness decline to have Revolving Credit Availability Amount at such indebtedness repurchased or prepaidtime, the declined 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 shall promptly (equal to such excess. The Administrative Agent may, at any time and in any event within ten (10) Business Days from time to time after the date initial deposit of such rejection) Cash Collateral, request that additional Cash Collateral be applied provided in order to prepay protect against the Term Loans in accordance with the terms hereof;results of exchange rate fluctuations.

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (Aother than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f) If (1) any Prepayment Asset Sale occurs or (2h) any Casualty Event occurs, which and other Dispositions resulting in 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 or receipt by any Restricted Company such Person of Net Cash Proceeds, the Borrower shall cause prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five Business Days after receipt thereof by such Person (such prepayments to be prepaid applied as set forth in clauses (iv) 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 Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date which is five Business Days of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the date of the realization or receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the 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 Initial Term Loans in an amount 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 “Applicable Asset Sale Proceeds”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 provided, however, that with respect to such proceeds, at the election of the Borrower (x) no such prepayment shall be required pursuant as notified by the Borrower to this Section 2.06(b)(i)(A) if, the Administrative Agent on or prior to the date of receipt of such dateinsurance proceeds, condemnation awards or indemnity payments), and so long as no Event of Default shall have occurred and be continuing, the Borrower shall have given written notice to or such Subsidiary may apply within 180 days after the Administrative Agent of its intention to reinvest all or a portion receipt of such Net Cash Proceeds cash proceeds to replace or repair the equipment, fixed assets or real property in accordance with Section 2.06(b)(i)(B) respect of which such cash proceeds were received; 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 repurchased, “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, however, that (x) the portion of the Applicable Asset Sale Proceeds (but any cash proceeds 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 any, of such Net Cash Proceeds so applied shall be allocated to the Initial Term Loans in accordance with the terms hereof immediately applied to the prepayment of the Initial Loans as set forth in this Section 2.05(b)(iii). (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 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 Revolving Credit Facility at such time, the 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 of prepayment equal to such excess. (vi) Prepayments of the Initial Term Loans that would have otherwise been required Revolving Credit Facility made pursuant to this Section 2.05(b)(i) 2.05(b), first, shall be reduced accordingly 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, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (yi), (ii) or (iii) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C 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 Borrower for use in the ordinary course of its business. 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 Borrower or any other Loan Party) to reimburse the extent L/C Issuer or the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaidRevolving Credit Lenders, 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;as applicable.

Mandatory. (i) The aggregate Three-Year Commitments shall be automatically and permanently terminated upon the earlier to occur of (A) If the funding of the Three-Year Term Loans on the Closing Date and (1B) any Prepayment Asset Sale occurs or the Outside Date. The aggregate Four-Year Commitments shall be automatically and permanently terminated upon the earlier to occur of (2A) any Casualty Event occurs, which in the funding of the Four-Year Term Loans on the Closing Date and (B) the Outside Date. (ii) [Reserved.] (iii) The aggregate Three-Year Commitments and/or the aggregate results in Four-Year Commitments shall be automatically and permanently reduced upon the realization incurrence or receipt issuance by the Company or any of its Restricted Company Subsidiaries of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior any Indebtedness (other than (A) Indebtedness incurred pursuant to the date which is five Business Days after Revolving Credit Agreement, (B) intercompany Indebtedness between or among the date Company and the Restricted Subsidiaries, (C) Indebtedness consisting of ordinary course purchase money Indebtedness, equipment financings, letter of credit facilities, overdraft protection, hedging and cash management obligations, working capital facilities, commercial paper facilities, receivables financings, operating leases, surety, performance and payment bonds and/or Capital Lease obligations and (D) other Indebtedness so long as the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in thereof does not exceed $200,000,000) by an amount equal to 100% of all Net Cash Proceeds received therefrom (the “Applicable Asset Sale Proceeds”such reductions to be applied as set forth in clause (iv) below); provided that (x) no such prepayment reduction shall be required pursuant to this Section 2.06(b)(i)(A2.06(b)(iii) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of with any such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) as to which the Borrowers elect to prepay the term loans outstanding under that certain Term Loan Agreement dated as of June 26, 2025, by and (y) if at among the time that any such prepayment would be requiredBorrowers, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on lenders party thereto and Bank of America, as administrative agent. (iv) Each reduction of the Collateral ranking pari passu with the Lien securing the Initial Term Loans aggregate Three-Year Commitments or Four-Year Commitments pursuant to the terms foregoing provisions of this Section 2.06(b) shall be applied between the Three-Year Term Loan Facility and the Four-Year Term Loan Facility as the Company may direct and, in the case 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 repurchasedFour-Year Term Loan Facility, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis to reduce the proposed principal installments thereof (determined including the final installment due on the basis Maturity Date). (v) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the aggregate outstanding principal amount Three-Year Commitments or Four-Year Commitments under this Section 2.06. Upon any reduction 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 unused portion of the Applicable Asset Sale Proceeds (but not aggregate Three-Year Commitments or Four-Year Commitments, 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 thereofThree-Year Commitment or Four-Year Commitment, and the remaining amount, if anyas applicable, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) each Lender shall be reduced accordingly and (y) to by such Lender’s ratable portion of such reduction amount. All fees in respect of the extent Three-Year Term Loan Facility or Four-Year Term Loan Facility, as applicable, accrued until the holders effective date of Other Applicable Indebtedness decline to have any such indebtedness repurchased or prepaid, termination shall be paid on the declined amount shall promptly (and in any event within ten (10) Business Days after the effective date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;termination.

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs Restricted Company Disposes of any property or assets pursuant to Section 7.05(l)(ii), 7.05(q), 7.05(s), 7.05(t) or 7.05(u) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash ProceedsProceeds in excess of $5,000,000 in any fiscal year, the Borrower shall cause to be prepaid on or prior to the date which is five ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”)received; provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Event of Default has occurred and is then continuing); (yB) if With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event required to be applied in accordance with Section 2.06(b)(i)(A), at the time that any such prepayment would option of the Borrower, and so long as no Event of Default shall have occurred and be requiredcontinuing, the Borrower is required to offer to repurchase may reinvest all or 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 repurchased, “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 any, of such Net Cash Proceeds in the acquisition, improvement or maintenance of assets useful in the operations of the Restricted Companies within (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a contract to reinvest such Net Cash Proceeds within such 12 month period following receipt thereof, 18 months following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election or are not so reinvested during 43 such 12 month period or 18 month period, as applicable, an amount equal to any such Net Cash Proceeds shall within ten Business Days be allocated to the Initial Term Loans in accordance with the terms hereof applied to the prepayment of the Initial Term Loans and as set forth in this Section 2.06. (ii)If any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower shall cause to be prepaid an aggregate principal amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant in an amount equal to this Section 2.05(b)(i) shall be reduced accordingly and (y) 100% of all Net Cash Proceeds received therefrom on or prior 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) date which is five Business Days after the date receipt of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;Net Cash Proceeds.

Mandatory. If the Borrower or any of its Subsidiaries Disposes of any property (iincluding any Disposition made under Section 7.05(f) (Abut excluding any other Disposition permitted under Section 7.05) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company such Person of Net Cash ProceedsProceeds in excess of $10,000,000 in the aggregate for all such Dispositions in any Fiscal Year, the Borrower shall cause prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be prepaid on or prior applied as set forth in clause (iii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b), at the election of the Borrower (as notified by the Borrower to the date which is Administrative Agent within five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount Proceeds), and so long as no Event of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment Default shall have occurred and be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such datecontinuing, the Borrower shall have given written notice to the Administrative Agent of its intention to or such Subsidiary may reinvest all or a any portion of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(Buseful assets in the business so long as within eighteen (18) and (y) if at months after 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 repurchased, “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 any, receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be allocated consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to the Initial Term Loans in accordance with the terms hereof such written commitment or not so reinvested shall be promptly applied to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to as set forth in this Section 2.05(b)(i) shall be reduced accordingly and (y) 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;).

Mandatory. (i) The Borrower shall (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt of such the Net Cash Proceeds by the Borrower or any of its Subsidiaries from the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries (other than any property or assets expressly permitted to be sold, leased, transferred or otherwise disposed of pursuant to clause (i), (ii), (iii), (iv), (ix), (x), (xii), (xiii) or (xiv) of Section 5.02(e) and property or assets to the extent that the aggregate value of such property and assets disposed of in any single transaction or related series of transactions does not exceed $500,000), (B) no later than five days following the receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Equipment Financing Transaction, Permitted Foreign Receivables Transaction, or Real Estate Financing Transaction, (C) on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Permitted Domestic Receivables Transaction, and (D) on the date of receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from any Insurance Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries (other than the Net Cash Proceeds of any Insurance Receipt with respect to property subject to an Equipment Financing Transaction, a Real Estate Financing Transaction or a Lien permitted under Section 5.02(a)(iv)), prepay an aggregate principal amount of Initial Term Loans in an amount the Advances comprising part of the same Borrowings equal to 100% 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, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion amount of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(BProceeds. Each prepayment of Advances pursuant to this clause (i) shall be applied to prepay the Tranche A Term Advances and the Tranche B Term Advances and reduce the Revolving Credit Facility on a pro rata basis; PROVIDED, HOWEVER, that notwithstanding the foregoing provisions of this clause (i) and Section 2.06(b)(vi), in no event shall the Revolving Credit Facility be reduced pursuant to this clause (y) if at i), to less than $500,000,000, and any amounts that otherwise would have been applied to reduce the time that any such Revolving Credit Facility shall be applied to the further prepayment would be required, of 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 Tranche A Term Loans and the Tranche B Term Loans on a pro rata basis. Each prepayment of Tranche A Term Advances and Tranche B Term Advances pursuant to this clause (i) shall be applied to reduce the terms principal repayment installments thereof in inverse order of maturity. (ii) The Borrower shall, no later than three Business Days following the documentation governing such Indebtedness with receipt of the Net Cash Proceeds by the Borrower or any of its Subsidiaries from (A) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 5.02(b) (other than Section 5.02(b)(i)(C)) and (B) the issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests therein, prepay an aggregate principal amount of the Tranche A Term Advances and Tranche B Term Advances comprising part of the same Borrowings equal to 100% of the amount of such Disposition or Casualty Event Net Cash Proceeds. Each prepayment of Tranche A Term Advances and Tranche B Term Advances pursuant to this clause (such Indebtedness required ii) shall be applied to be offered to be so repurchased, “Other Applicable Indebtedness”), then prepay the Borrower, at its election, may apply the Applicable Asset Sale Proceeds Tranche A Term Advances and Tranche B Term Advances 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 any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof respective outstanding principal amounts thereof) and to reduce the principal repayment installments thereof in inverse order of maturity. In the event that there are no outstanding Tranche A Term Advances or Tranche B Term Advances on the date of receipt of any such Net Cash Proceeds, no prepayment shall be required. (iii) The Borrower shall, on the tenth day following the date on which the Borrower delivers to the prepayment Administrative Agent the Required Financial Information for any Fiscal Year pursuant to Section 5.03(b), commencing with the Fiscal Year ending November 25, 2001, prepay an aggregate principal amount of the Initial Tranche A Term Loans Advances and Tranche B Term Advances equal to 50% of the amount of Consolidated Excess Cash Flow for such Fiscal Year; PROVIDED, HOWEVER, that the sum of (A) the mandatory prepayments required to be made under this Section 2.06(b)(iii) for Fiscal Years 2001 and 2002, (B) the repayments required to be made under Sections 2.04(a) and (b) during such Fiscal Years, and (C) any payments made under Sections 2.06(a) and 2.06(b)(v) during such Fiscal Years shall not exceed $200,000,000 during any such Fiscal Year. Each prepayment of the Initial Tranche A Term Loans that would have otherwise been required Advances and Tranche B Term Advances pursuant to this Section 2.05(b)(iclause (iii) shall be reduced accordingly and (y) 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 Tranche A Term Loans Advances and Tranche B Term Advances on a pro rata basis (in accordance with the terms hereof;respective outstanding principal amounts thereof) and to reduce the principal repayment installments thereof in inverse order of maturity. In the event that there are no outstanding Tranche A Term Advances or Tranche B Term Advances on the date of receipt of any such Net Cash Proceeds, no prepayment shall be required. (iv) Notwithstanding the foregoing, in the case of any mandatory prepayment of the Tranche B Term Advances pursuant to clause (i)(B), clause (i)(C) or clause (ii) of this Section 2.06(b), the Tranche B Term Lenders shall, so long as there are outstanding Tranche A Term Advances, have the option to waive the right to receive the amount of such mandatory prepayment of the Tranche B Term Advances. In the event that there are no outstanding Tranche A Term Advances on the date of any mandatory prepayment, the Tranche B Term Lenders shall have no option to waive the right to receive such prepayment. Upon the receipt of any such mandatory prepayment, the Administrative Agent shall notify each Tranche B Term Lender of such receipt. In the event any Tranche B Term Lender desires to waive such Tranche B Term Lender's right to receive such mandatory prepayment, such Tranche B Term Lender shall so advise the Administrative Agent in writing no later than the close of business on the third Business Day following receipt of such notice from the Administrative Agent and, within five Business Days of the receipt by Administrative Agent of such mandatory prepayment, the Administrative Agent shall apply the amount that otherwise would have been applied to mandatorily prepay the Tranche B Term Advances of all Tranche B Term Lenders waiving their right to receive such mandatory prepayment to the further prepayment of the Tranche A Term Advances to the extent any are then outstanding. (v) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Letter of Credit Advances and the Swing Line Advances, and, if applicable, deposit an amount into the L/C 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 Business 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) on such Business Day. (vi) Prepayments of the Revolving Credit Facility made pursuant to clause (i) or (v) of this Section 2.06(b), first, shall be applied to prepay Letter of Credit Advances outstanding at such time until all such Letter of Credit Advances are paid in full, second, shall be applied to prepay Swing Line Advances outstanding at such time until all such Swing Line Advances are paid in full, third, shall be applied to prepay Revolving Credit Advances comprising part of the same Borrowings and outstanding at such time until all such Revolving Credit Advances are paid in full and, fourth shall be deposited into the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of all Letters of Credit outstanding at such time; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i) of this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all Advances outstanding at such time and the 100% cash collateralization of the aggregate Available Amount of all Letters of Credit outstanding at such time (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the "REDUCTION AMOUNT") may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced as set forth in Section 2.05(b)(iii). Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable Issuing Bank or the Revolving Credit Lenders, as applicable.