Common use of Mandatory Clause in Contracts

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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. So long as (i) If for any reason the commitments aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in respect of each effect, the Borrower shall promptly prepay 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)(i) unless after the prepayment in full of the Bridge Facilities have been terminated without Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the funding of any loans thereunder or aggregate Revolving Credit Commitments then in effect. (ii) the loans and Except with respect to Loans incurred in connection with any accrued interestRefinancing Amendment, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Revolver Extension Request or any Incremental Amendment, (A) each prepayment of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Incremental Term Loans hereunder in an amount equal pursuant to 100% of such Net Cash Proceeds not later than five (5this Section 2.05(b) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation applied ratably to each Class of the Net Cash Proceeds. Each Incremental Term Loans then outstanding (provided that any Class of Incremental Term Loans may specify that one or more other Classes of Incremental Term Loans may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each Class of Incremental Term Loans, each prepayment of Loans under this clause (bSection 2.05(b) shall be applied to the scheduled installments of principal thereof following the date of prepayment in full direct order of the aggregate principal amount maturity; and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and (C) each such prepayment shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Pro Rata Shares of such prepayment.

Mandatory. So long as Mandatory partial principal payments shall be due from time to time if, (i) due to an increase in the commitments in respect aggregate amount of each Unsecured Indebtedness of the Bridge Facilities have been terminated without Consolidated Group or any reduction in the funding Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Consolidated Group (excluding from such Unsecured Indebtedness any loans thereunder Guarantee Obligations) shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the loans and effect of any accrued interestother provision of this Agreement requiring such a principal payment, fees and other obligations under any of the Bridge Facilities have been paid categories of the Obligations described in full, clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the event that applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of any of its Subsidiaries receives any Net Cash Proceeds such reduction arising from any Debt Issuanceresults reported in a quarterly financial statement of Borrower and related Compliance Certificate, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five ten (510) Business Days following the receipt by the Borrower or such Subsidiary after delivery of such Net Cash Proceeds. The Borrower shall promptly quarterly financial statement and Compliance Certificate under Section 6.1 evidencing such reduction or (and not later than five ii) in all other cases, ten (510) Business Days following after Borrower’s receipt thereof) notify of written notice from the Administrative Agent of the receipt by the Borrower or existence of any Subsidiary, as applicable, condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17determination).

Mandatory. So long as The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar each Tranche A Term Loan Lender, upon the making of such Tranche A Term Loan Lender’s Tranche A Term 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 2.172.01(a)(i) of the Existing Credit Agreement, (ii) in the case of each Tranche B Term Loan Lender, upon the making of such Tranche B Term Loan Lender’s Tranche B Term Loans pursuant to Section 2.01 of the Existing Credit Agreement (a)(ii), (iii) in the case of each Tranche C Term Loan Lender, upon the making of such 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 the case of each Delayed Draw Term Loan Lender, upon the earlier of (x) the making of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans pursuant to Section 2.01(a)(iv) of the Existing Credit Agreement in the full aggregate amount of its Delayed Draw Term Loan Commitment and (y) the 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 prepayment of Revolving Credit Loans of any Class is required to be made pursuant to Section 2.05(b)(vii), the Revolving Credit Commitments of such Class shall automatically and permanently reduce by the Dollar Amount of the prepayment required to be so made.

Mandatory. So long as (i) the commitments in respect of Within ten Business Days following each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that date on which the Borrower or and/or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising proceeds from (x) any Debt Issuanceincurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or (y) the issuance of any Disqualified Equity Interests, then in each case, after the Borrower shall prepay the Loans hereunder in Third Amendment and Restatement Effective Date, an amount equal to 100% of such the Net Cash Proceeds not later than five therefrom in accordance with the requirements of Section 2.08(b)(iv). (5ii) Within ten Business Days following the receipt by each date on which the Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Third Amendment and Restatement Effective Date or (B) with respect to any Casualty Event occurring after the Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year ending December 31, 2014) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such Subsidiary financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Subject to Section 2.08(b)(v), each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share. Notwithstanding the foregoing, with respect to the Net Cash Proceeds. The Borrower shall promptly Proceeds of an event described in Section 2.08(b) (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by ii), the Borrower or any Subsidiary, as applicable, may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Lien securing the Secured Obligations to the extent any Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness requires the issuer or borrower thereof to prepay or make an offer to purchase such Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with the proceeds of such event described Section 2.08(b)(ii), in each case in amount not to exceed the product of (x) the amount of Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Secured Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Notes or Junior Lien Indebtedness and/or Permitted Pari Passu Term Loan Indebtedness and the outstanding principal amount of Term Loans. (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i)(y), (ii) or (iii) of this this Section 2.08(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount 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. Each 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 clause (i)(y), (ii) or (iii) of this Section 2.08(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans under this clause (b) shall to be applied rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the prepayment in full Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the aggregate principal Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount and of such mandatory repayment of Term Loans. Subject to any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case requirements of any Eurodollar Loans that are prepaid on other Indebtedness, any day other than Declined Proceeds remaining after offering such Declined Proceeds to Lenders in accordance with the last day of terms hereof may be retained by the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Borrower.

Mandatory. So long as (i) the commitments in respect of Within ten Business Days following each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that date on which the Borrower or and/or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising proceeds from any Debt Issuanceincurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or the issuance of any Disqualified Equity Interests, then in each case, after the Borrower shall prepay the Loans hereunder in Closing Date, an amount equal to 100% of such the Net Cash Proceeds not later than five therefrom in accordance with the requirements of Section 2.08(b)(iv). (5ii) Within ten Business Days following the receipt by each date on which the Borrower or such Subsidiary and/or any of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such its Restricted Subsidiaries receives Net Cash Proceeds and such notice shall be accompanied by (A) from a reasonably detailed calculation disposition of any property or assets in an Asset Sale occurring after the Closing Date or (B) with respect to any Casualty Event occurring after the Closing Date, an amount equal to 100% of the Net Cash ProceedsProceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year 2012) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans under this clause (bpursuant to Section 2.08(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect such tranche first, to the 364-Day Tranche Loans before being applied to prepay the 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 due on the amount prepaid of the prepayment of such Loans; second, to the date fixed for prepayment, plus, scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the case direct order of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itmaturity thereof; and third, the Borrower shall pay any amounts due to the Lenders as a result thereof applicable remaining installments due pursuant to Section 2.172.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share.

Mandatory. So long as (i) If for any reason the commitments Total Outstandings at any time exceed the Commitment then in respect of each of effect, the Bridge Facilities have been terminated without the funding of any loans thereunder Borrower shall immediately prepay or repay all outstanding Loans in an aggregate amount equal to such excess. (ii) To the loans extent that the aggregate amount of Net Cash Proceeds of Asset Sales and any accrued interestNet Cash Proceeds of Casualty Events received by the Borrower and its Restricted Subsidiaries in a fiscal year exceeds five percent (5%) of Consolidated Net Tangible Assets of the Borrower as of the end of the most recently ended fiscal year, fees and other obligations under the Bridge Facilities have been paid Borrower shall apply an amount equal to 100% of such excess Net Cash Proceeds to prepay outstanding Loans in full, in accordance with Section 2.03(b)(iv). (iii) In the event that the Borrower or any of its Subsidiaries receives any Restricted Subsidiary shall receive Net Cash Proceeds arising from the issuance or incurrence of Indebtedness for money borrowed (other than any Debt Issuance, then cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.01) the Borrower shall prepay within three Business Day following the Loans hereunder in receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds not later than five to prepay outstanding Loans in accordance with Section 2.03(b)(iv). (5iv) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans Mandatory prepayments under this clause (bSection 2.03(b) shall be applied to the prepayment in full outstanding Loans with no corresponding permanent reduction of the aggregate principal amount and any accrued but unpaid interest with respect Commitments. (v) Prepayments of Loans under this Section 2.03 shall be subject to Section 3.05, and, to the 364-Day Tranche Loans before being applied extent interest is required to prepay the aggregate principal amount and any accrued but unpaid interest with respect be paid pursuant to the 18-Month Tranche Loans and Section 2.06(c), shall be accompanied by accrued and unpaid interest and fees on the principal amount to be prepaid to but excluding the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17payment.

Mandatory. So long as Without limiting anything contained herein, the Borrower agrees to the following: (i) if at any time any Loan remains outstanding for five (5) or more Business Days after such Loan was advanced by the commitments in respect Lenders, the Borrower shall immediately and without notice or demand pay over the amount of each such Loan to the Administrative Agent for the account of the Bridge Facilities have been terminated without the funding of any loans thereunder or Lenders as and for a mandatory prepayment on such Obligations; (ii) if at any time the loans sum of the principal amount of the Reserve Loans then outstanding shall be in excess of the Borrowing Base (Reserve) as then determined and computed, the Borrower shall immediately and without notice or demand pay over the amount of the excess to the Administrative Agent as and for a mandatory prepayment on such Obligations; (iii) without notice or demand, prepay any accrued interestReserve Loan on the Business Day immediately following the next computation date of the Reserve Account in an amount equal to the lesser of (A) the full amount of such Reserve Loan and (B) the amount of excess cash that is permitted to be withdrawn from the Reserve Account; (iv) the Borrower shall, fees on each date the Commitments are reduced pursuant to Section 1.10 hereof, prepay the Revolving Loans and other obligations under Swing Loans, by the Bridge Facilities amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and Swing Loans then outstanding to the amount to which the Commitments have been paid so reduced; and (v) Without limiting the Borrower’s obligation to repay the Loans pursuant to any other provision of this Section 1.7(b), on any Business Day in fulla calendar month (other than the last Business Day in a calendar month), if (A) the sum of (x) the number of Business Days remaining in such calendar month (not including such Business Day) plus (y) the event that the Borrower number of Zero Loan Days occurring in such calendar month on or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuanceprior to such Business Day is less than (B) five (5), then the Borrower shall prepay immediately and without notice or demand pay over the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify Loan to the Administrative Agent for the account of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 and for a result thereof pursuant to Section 2.17mandatory prepayment on such Obligations.

Mandatory. So long (a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2020, the Borrower shall, subject to clauses (f) and (g) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of: (i) without duplication of the commitments amounts deducted pursuant to clause (2)(c) of the definition of “Excess Cash Flow,” all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the cash amount actually paid in respect of the principal amount of such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07) of: (I) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing Date Term Loans and the 2020 Incremental Term Loans, (II) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies), (III) Revolving Loans (in each case of this clause (III), to the Bridge Facilities have been terminated 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 funding control of remedies) (in each case of this clause (IV) (and with respect to any loans thereunder or revolving facility under clause (II) above), to the extent accompanied by a permanent reduction in the corresponding revolving commitments), (ii) without duplication of the loans and any accrued interestamounts deducted pursuant to clause (2)(g) of the definition of Excess Cash Flow, fees and other obligations under the Bridge Facilities have been amount of Restricted Payments paid in fullcash during such period (other than Restricted Payments made pursuant to Section 7.05(2)(o)), (iii) without duplication of amounts deducted pursuant to clause (2)(j) of the definition of “Excess Cash Flow” in prior fiscal years, the amount of cash consideration paid by the Borrower and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), (iv) without duplication of amounts deducted pursuant to clause (2)(j) of the event that 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 receives and any Planned Expenditures by the Borrower or any of its Restricted Subsidiaries relating to investments (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05) or similar transactions, Capital Expenditures, Restricted Payments, acquisitions of intellectual property, any scheduled payment, repurchase or redemption of Indebtedness that was permitted by the terms of this Agreement to be incurred and paid, repurchased or redeemed or permitted tax distributions (including permitted tax distributions permitted pursuant to Section 7.05(2)(n)(ii)), in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of the Borrower or any Restricted Subsidiary) of such aforementioned items during such following period of four consecutive fiscal quarters is less than the applicable Contract Consideration and Planned Expenditures(excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (v), the amount of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive fiscal quarters. in the case of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any payments or prepayments, repurchases or redemptions in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or, at the option of the Borrower, after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such amounts and/or payments are not funded with the proceeds of long-term Indebtedness (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $2.5 million, (x) the ECF Percentage shall be 25% if the First Lien Net Cash Proceeds arising from Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.75 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that: (A) if at the time that any Debt Issuancesuch prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans hereunder to the extent required in accordance with the terms 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 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 (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 following 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 Cash Proceeds. The Borrower shall promptly . (and not later than five (5i) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or any SubsidiaryIncremental Amendment, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each each prepayment of Term Loans under this clause 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 in full 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 aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans Borrower and shall be accompanied by accrued interest 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 fees on L/C Obligations at any time exceeds the amount prepaid to the date fixed for prepayment, plus, aggregate Revolving Commitments then in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to iteffect, the Borrower shall pay any amounts due 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 Lenders as a result thereof pursuant Borrower shall not be required to Section 2.17.Cash Collateralize the L/C Obligations

Mandatory. So long as (i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the commitments in respect related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Fiscal Year ended December 31, 2007), the Borrower shall prepay an aggregate principal amount of each Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term B Loans prepaid pursuant to Section 2.05(a)(i) to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that such percentage shall be reduced to 25% if the Consolidated Leverage Ratio as of the Bridge Facilities have been terminated without last day of the funding Fiscal Year covered by such financial statements was less than or equal to 4.25:1.00 but greater than or equal to 3.75:1.00. No payment of any loans thereunder or Loans shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than 3.75:1.00 (iisuch prepayments to be applied as set forth in clauses (v) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that (viii) below). (A) If the Borrower or any of its Restricted Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by Section 7.05 (a) through (e) or (h) through (i)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds in excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that no such 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 such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) 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 fifteen (15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be or cannot later than be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied 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 occurrence of the Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted 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 Restricted Subsidiary. (A) 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 (ii) or (iii) 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 Restricted Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iv)(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 2.05(b)(iv)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Restricted Subsidiary uses a portion of such Net Cash Proceeds to prepay, offer to purchase or otherwise set aside a pro rata portion of Senior Notes pursuant to the provisions of the Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (B) With respect to any Net Cash Proceeds realized or received with respect to any Extraordinary Receipt, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) 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 fifteen (15) months following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment but in any event no earlier than the fifteenth month following receipt of such Net Cash Proceeds. The Borrower ; provided that if such Net Cash Proceeds were received as a result of the loss of an entire hospital facility, such 180 day period shall promptly (and be increased to 360 days; provided further that if any Net Cash Proceeds are no longer intended to be or cannot later than be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days following receipt thereof) notify after the Administrative Agent Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the receipt by Event of Default, as applicable, to the prepayment of the Term B Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture, with respect to the Net Cash Proceeds of a Disposition of Collateral only, no such prepayment shall be required to the extent the Borrower or any Subsidiary, as applicable, Restricted Subsidiary uses a portion of such Net Cash Proceeds and such notice shall be accompanied by to prepay, offer to purchase or otherwise set aside a reasonably detailed calculation pro rata portion of Senior Notes pursuant to the provisions of the Net Cash Proceeds. Senior Notes Indenture requiring a prepayment, offer to purchase or other setting aside with the proceeds from any Disposition of property. (v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the Term B 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 (viii) of this Section 2.05(b). (vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, 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 (ii), (iii) or (iv) 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 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 (bvi)) but which have not previously been so applied. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Commitments 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 L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be applied required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Commitments then in effect. (viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the 364-Day Tranche Loans before being L/C Borrowings and the Swing Line Loans, second, shall be applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect ratably to the 18-Month Tranche Loans and outstanding Revolving Credit Loans, and, third, shall be accompanied by accrued interest and fees on used to Cash Collateralize the amount prepaid to the date fixed for prepayment, plusremaining L/C Obligations; and, in the case of any Eurodollar Loans that are prepaid on any day other than the last day prepayments of the Interest Period applicable Revolving Credit Facility required pursuant to itthis 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 pay be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any amounts due 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 Lenders Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as a result thereof pursuant to Section 2.17applicable.

Mandatory. So long as (i) Subject in all respects to the commitments in prepayment and cash collateralization requirements under the Revolving Credit Agreement, and to the extent actually applied thereunder, to the extent not applied pursuant to the Revolving Credit Agreement with respect of each to Revolving Credit Facility Collateral, within three (3) Business Days of the Bridge Facilities have been terminated without receipt by the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Subsidiaries receives any of Net Cash Proceeds arising from any Debt IssuanceAsset Sales or Casualty Events (other than the Specified Sale) when aggregated with all such Net Cash Proceeds received prior to that time and not otherwise applied is equal to or greater than Proceeds Amount, then the Borrower Company shall apply all such Net Cash Proceeds to prepay the Loans hereunder in the manner set forth in Section 2.08(b)(iv). After such application, the Net Cash Proceeds shall reset to zero upon the making of a mandatory prepayment pursuant to this Section 2.08(b)(i). (ii) Subject to Section 2.08(b)(vi), within three (3) Business Days after day of receipt by the Company or any of its Subsidiaries of the Net Cash Proceeds from the Specified Sale, the Company shall apply an amount equal to 100% the Applicable Prepayment Percentage of such Net Cash Proceeds not later than five (5if any) Business Days following to prepay the receipt by Loans in the Borrower manner set forth in Section 2.08(b)(iv). If the winning bid for any portion of assets or such Subsidiary businesses that are part of a Specified Sale include a credit bid of New Money Loans (as defined in the Existing DIP Term Loan Agreement), the amount of such Net Cash Proceeds. The Borrower credit bid shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such be deemed to be Net Cash Proceeds for purposes of this Section 2.08(b)(ii). (iii) Beginning with the Excess Cash Flow Period ending on December 31, 2014, the Company shall calculate Excess Cash Flow for such Excess Cash Flow Period no later than six months after the end of such Excess Cash Flow Period (such date, the “Excess Cash Flow Calculation Date”) and deliver a certificate signed by a Responsible Officer setting forth the amount, if any, of Excess Cash Flow for such notice Excess Cash Flow Period and the calculation thereof in reasonable detail. If the Worldwide Cash as of the last day of the applicable Excess Cash Flow Period exceeds $800,000,000 (the “Excess Cash Trigger Amount”), the Company shall apply an amount equal to 50% of Excess Cash Flow above the Excess Cash Trigger Amount to prepay the Loans no later than 45 days following the Excess Cash Flow Calculation Date in the manner set forth in Section 2.08(b)(iv); provided that no prepayment shall be accompanied by a reasonably detailed calculation of required pursuant to this Section 2.08(iii) to the Net extent that such prepayment would cause (a) Worldwide Cash Proceeds. to be less than the Excess Cash Trigger Amount or (b) U.S. Minimum Liquidity to be less than $100,000,000. (iv) Each prepayment of Loans under principal pursuant to this clause (bSection 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the First Lien Loans until all such Loans have been prepaid in full, and second to the ratable prepayment of the Junior Loans until all such Loans have been prepaid in full and (y) first to outstanding Base Rate Loans of the aggregate principal amount and any accrued but unpaid interest with respect each applicable Class up to the 364-Day Tranche full amount thereof, and second to outstanding Eurodollar Rate Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect of each applicable Class up to the 18-Month Tranche Loans and full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be accompanied by made together with any interest accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusof such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Loans that are prepaid Rate Loan on any day a date other than the last day of the an Interest Period applicable or at its maturity, any additional amounts which the Company shall be obligated to it, the Borrower shall pay any amounts due reimburse to the Lenders as a result in respect thereof pursuant to Section 2.179.04(c). (v) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (vi) Notwithstanding any other provisions of this Section 2.08(b), (A) with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (1) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (2) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii), and (B) with respect only to any Excess Cash Flow prepayment described in Section 2.08(b)(iii), to the extent that applicable law would effectively prohibit or delay the repatriation to the United States of America of any proceeds received by any Subsidiary that is not a U.S. Subsidiary or result in material adverse tax consequences, as determined by the Company in good faith, the proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation), and at such time as such repatriation of any such proceeds becomes permitted under the applicable local law (and in any event within three Business Days thereafter) (and whether or not any of such proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iv). (vii) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes. (viii) If any of the Loans would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the date of the Existing DIP Term Loan Agreement (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for cash a portion of each such Loan then outstanding equal to the Mandatory Principal Redemption Amount (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Loan thus redeemed shall be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. No partial redemption or repurchase of the Loans prior to any AHYDO Redemption Date pursuant to any other provision of this Agreement will alter the Company’s obligation to make any Mandatory Principal Redemption with respect to any Loans that remain outstanding on such AHYDO Redemption Date. The ordering rule in Section 2.08(b)(iv) shall not apply to redemptions required pursuant to this Section 2.08(b)(viii).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) (commencing with financial statements for the fiscal year ending December 31, 2014; provided that the Excess Cash Flow for the fiscal year ending December 31, 2014 shall be calculated solely with respect to each full fiscal quarter therein occurring after the Closing Date) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clauses (b)(v) and (vi) of this Section 2.03, prepay, or cause to be prepaid, an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2013 fiscal year) covered by such financial statements minus (B) the sum of all voluntary prepayments of Term Loans made pursuant to Section 2.03(a)(i) or 2.03(a)(iv) (in an amount, in the case of prepayments pursuant to Section 2.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled) and voluntary prepayments of the Senior Notes and (ii) all voluntary prepayments of loans under the ABL Credit Agreement and any other revolving facility that is secured, in whole or in part (in each case, to the extent accompanied by a permanent reduction in the corresponding revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and to the extent such prepayments are not funded with Excluded Proceeds; provided that (x) the ECF Percentage shall be 25% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00 and greater than 2.75 to 1.00 and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.75 to 1.00. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (e), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (t) or the Disposition of the Commercial and Retread Business) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash 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 Cash Proceeds. The , subject to clause (B) of this Section 2.03(b)(ii) and clauses (b)(v) and (vi) of this Section 2.03, an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds realized or received; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) are required to offer to repurchase the Senior Notes or Permitted Incremental Equivalent Debt or any Credit Agreement Refinancing Indebtedness secured on an equal priority basis with the Obligations (or any Refinancing Indebtedness in respect thereof that is secured on an equal priority basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness secured on an equal priority basis with the Obligations (or such Refinancing Indebtedness in respect of any of the foregoing that is secured on an equal priority basis with the Obligations) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and not later than five in any event within ten (510) Business Days following receipt thereofafter the date of such rejection) notify be applied to prepay the Administrative Agent of Term Loans in accordance with the receipt by the Borrower or any Subsidiaryterms hereof; provided, as applicablefurther, that no prepayment shall be required pursuant to this Section 2.03(b)(ii)(A) with respect to such portion of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 have, on or prior to such date, given written notice to the Lenders as Administrative Agent of its intent to reinvest (or entered into a result thereof pursuant binding commitment to reinvest) in accordance with Section 2.172.03(b)(ii)(B).

Mandatory. So long as (i) The Borrower shall, on the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) third Business Days Day following the receipt by the Borrower or such Subsidiary after the Effective Date of such (A) Net Cash Proceeds. The Borrower shall promptly Proceeds from any Asset Sales or (and not later than five (5B) Business Days following receipt thereof) notify Net Cash Proceeds from the Administrative Agent incurrence of any Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the receipt by Term Loans in an amount equal to the Borrower or any Subsidiary, as applicable, Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such notice shall be accompanied by a reasonably detailed calculation of prepayment in accordance with the Net Cash Proceedsprovisions set forth in Section 2.10(c). Each prepayment of Loans under this clause (b) shall be applied to Upon the prepayment payment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itTerm Loans, the Borrower shall pay apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any amounts due to reduction of Revolving Credit Loan Commitments, except as set forth in Section 2.09(b)(ii)). (ii) The Borrower shall, on the Lenders as a result thereof third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 2.175.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower The Company shall prepay the Committed Loans hereunder as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party from all Involuntary Dispositions with respect to Collateral within five (5) days of the date of receipt of such Net Cash Proceeds 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 22, 2023, all or any portion of such Net Cash Proceeds shall not later than five be required to be so applied at the election of the Company (5as notified by the Company to the Administrative Agent) Business Days following 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 by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of ; provided that if such Net Cash Proceeds and such notice shall have not been so reinvested shall be accompanied by immediately applied to prepay the Committed Loans. (ii) The Company shall prepay the Committed Loans in connection with a reasonably detailed calculation Property Substitution or Prepayment Release in the 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 Net Cash ProceedsLoans (including any payment due on the Maturity Date) in inverse order of maturity. Each prepayment of Loans under this pursuant to clause (bii) of this Section 2.05(b) shall be applied applied, to the prepayment in full remaining principal repayment installments of the aggregate principal amount and Loans (including any accrued 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 unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans otherwise without premium or penalty, and shall be accompanied by accrued interest and fees on the principal amount prepaid to through the date fixed for of prepayment, plus, in the 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. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) (commencing with financial statements for the receipt by fiscal year ending December 31, 2014; provided that the Excess Cash Flow for the fiscal year ending December 31, 2014 shall be calculated solely with respect to each full fiscal quarter therein occurring after the Closing Date) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall, subject to clauses (b)(v) and (vi) of this Section 2.03, prepay, or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiarycause to be prepaid, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the an aggregate principal amount and any accrued but unpaid interest with respect of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the 364-Day Tranche “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year (or the relevant portion thereof in the case of the 2013 fiscal year) covered by such financial statements minus (B) the sum of all voluntary prepayments of Term Loans before being applied made pursuant to prepay the 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, plusSection 2.03(a)(i) or 2.03(a)(iv) (in an amount, in the 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 prepayments pursuant to Section 2.172.03(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled) and voluntary prepayments of the Senior Notes and (ii) all voluntary prepayments of loans under the ABL Credit Agreement and any other revolving facility that is secured, in whole or in part (in each case, to the extent accompanied by a permanent reduction in the corresponding revolving commitments), in the case of each of the immediately preceding clauses (i) and (ii), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.03(b)(i) for any prior fiscal year) or after such fiscal year-end and prior to the time such prepayment pursuant to this Section 2.03(b)(i) is due and to the extent such prepayments are not funded with Excluded Proceeds; provided that (x) the ECF Percentage shall be 25% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00 and greater than 2.75 to 1.00 and (y) the ECF Percentage shall be 0% if the Secured Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.75 to 1.00. (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition to the Borrower or a Restricted Subsidiary that is a Guarantor), (e), (g),

Mandatory. So long as (i) Within five (5) Business Days after financial statements pursuant to Section 6.01(a) and the related Compliance Certificate pursuant to Section 6.02(a) are required to have been delivered (commencing with the fiscal year ending December 31, 2021), the Borrower shall cause to be offered to be prepaid (the date such prepayment is made, the “Excess Cash Flow Prepayment Date”) in accordance with clause (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(iv) during such time up to the actual cash purchase price thereof), and (2) all voluntary prepayments of revolving loans constituting Permitted First Priority Debt during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the commitments in respect of such revolving loans constituting Permitted First Priority Debt are permanently reduced by the amount of such payments, in the case of each of the Bridge Facilities have been terminated immediately preceding clauses (1) and (2), to the extent not financed with proceeds of long-term Indebtedness and without the funding duplication of any loans thereunder such deduction from Excess Cash Flow or any prepayment amount required under this clause (b) in any prior period; provided, that, notwithstanding the foregoing, prepayments of Term Loans under this Section 2.05(b)(i) shall be required only to the extent the amount calculated above, after giving effect to the deductions described in clause (B) above, is greater than $2,500,000 (with only such excess amount being subject to prepayment under this Section 2.05(b)(i)). (ii) the loans and If (x) any accrued interestLoan Party or Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), fees and other obligations under the Bridge Facilities have been paid in full(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (o)) or (y) any Casualty Event occurs, which results in the event that the Borrower or receipt by any Loan Party of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay cause to be offered to be prepaid in accordance with clause (ix) below, on or prior to the date which is five (5) Business Days after the date of the receipt by such Loan Party of such Net Proceeds, an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Debt (or any Permitted Refinancing thereof) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Permitted First Priority Debt that is secured on a pari passu basis with the Liens securing the Obligations (or any Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds, subject to clause (ix) below, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not later than five 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 clause (5ix) and the other terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days following 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 (ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on the date of receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds. . (v) [Reserved]. (vi) Except with respect to Loans incurred in connection with any Term Loan Extension Request or any Incremental Amendment (which may be prepaid on less than a 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) [reserved], 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 (or as otherwise determined 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. (vii) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The Administrative Agent will promptly notify each Appropriate Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as (i) If for any reason the commitments Total Revolving Outstandings at any time exceed the Revolving Facility then in respect of each 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 Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Revolving Outstandings exceed the Revolving Facility then in effect. Such Cash Collateral shall be subject to reduction in accordance with Section 2.16. (ii) If the loans and Administrative Agent notifies the Company at any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event time that the Borrower or any Outstanding Amount of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the all Loans hereunder denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Global Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such Net Cash Proceeds not later than the 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 receipt by the Borrower or such Subsidiary Borrowers shall prepay an aggregate principal amount of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, 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 notice 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 (or, to the extent that the Company or applicable Subsidiary enters into a binding commitment to reinvest such Net Cash Proceeds within three hundred sixty four (364) days, within one hundred eighty (180) days after the expiration of such initial three hundred sixty four (364) day reinvestment period); provided that if such Net Cash Proceeds shall have not been so reinvested within the applicable timeframe above, such Net Cash Proceeds shall be accompanied by a reasonably detailed calculation promptly applied to prepay the Loans as set forth in clause (iv) below. (iv) All prepayments of the Net Cash Proceeds. Each prepayment of Loans under contemplated by this clause (bSection 2.05(b) shall be applied to the principal repayment installments of the Term Loans in 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 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 principal amount and any accrued but unpaid interest with respect of Net Cash Proceeds required by such clause to the 364-Day Tranche Loans before being be applied to prepay Loans on such date is less than or equal to $10,000,000, the Company may defer such prepayment until the first date on which the aggregate principal 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 any accrued but unpaid interest with respect may, subject to the 18-Month Tranche Loans and 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 accompanied deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to this Section 2.17.2.05

Mandatory. So long as (i) Prior to the commitments consummation of a Qualified MLP IPO, within five Business Days after the delivery of financial statements pursuant to Sections 8.03(b) and (c), commencing with the financial statements for the Fiscal Quarter ending March 31, 2014, the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to (x) 75.0% of the Excess Cash Flow for the applicable Fiscal Quarter minus (y) the amount of voluntary prepayments of Term Advances under Section 2.04(a) during such Fiscal Quarter paid from Internally Generated Cash and (z) the amount of mandatory prepayments of Term Loans under this Section 2.04(b) during such Fiscal Quarter (other than subclause (i)(x) of this clause (b)) to the extent made from amounts that increased Net Income. No mandatory prepayments shall be required from Excess Cash Flow following the consummation of a Qualified MLP IPO. (ii) If no later than the fifth Business Day following the date of receipt of any Asset Sale Proceeds by any of the Loan Parties (other than in respect of each (A) any sale, transfer or other disposition permitted under Sections 8.02(e)(i) through (v), (vii) and (viii) and (B) sales, leases or licenses out of the Bridge Facilities have been terminated without the funding other assets for aggregate consideration of less than $750,000 with respect to any loans thereunder transaction or (ii) the loans series of related transactions and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, less than $1,000,000 in the event that aggregate during any Fiscal Year), the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuanceshall not have delivered a Reinvestment Notice in respect thereof, then the Borrower shall prepay pay to the Loans hereunder Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to 100% the amount of such Net Cash Asset Sale Proceeds; provided that, if the Borrower shall have delivered a Reinvestment Notice in respect of any Asset Sale Proceeds, then (1) the Loan Parties shall be permitted to use such Asset Sale Proceeds to make a Permitted Investment to the extent that such Asset Sale Proceeds are applied by a Loan Party to such Permitted Investment within 12 months of such Asset Sale, and (2) to the extent that the conditions set forth in clause (1) above are not satisfied, no later than five (5) the first Business Days Day following the receipt failure by the Borrower or to satisfy such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itconditions, the Borrower shall pay any amounts due to the Lenders as Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to the remaining amount (if any) of such Asset Sale Proceeds not otherwise applied pursuant to clause (1). (iii) Within one Business Day of the receipt of any Debt Proceeds by any of the Loan Parties the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii), an aggregate amount equal to such Debt Proceeds. (iv) (A) If, no later than the fifth Business Day following the date of receipt of any Insurance Proceeds or Eminent Domain Proceeds by any of the Loan Parties, the Borrower shall not have delivered written notice of a result thereof Responsible Officer of the Borrower that the Borrower intends to deliver a Reinvestment Notice or Repair Notice pursuant to Section 2.178.01(x)) in respect thereof (other than Insurance Proceeds in respect of an Electrabel Termination Event, which shall, for the avoidance of doubt be applied within such five Business Day period in accordance with Section 2.04(b)(viii) as provided in this paragraph), then the Borrower shall pay to the Administrative Agent without duplication and for application in accordance with Section 2.04(b)(viii) an aggregate amount equal to the amount of such Insurance Proceeds or Eminent Domain Proceeds, as applicable; provided that, if the Borrower shall have delivered any such notice in respect of any such Insurance Proceeds or Eminent Domain Proceeds, then the Loan Parties shall be permitted to apply such proceeds in accordance with Section 8.01(x).

Mandatory. So long as (i) From and after the commitments in respect of each date of the Bridge Facilities have been terminated without Initial Loan Borrowing, the funding of any loans thereunder or (ii) Borrower shall prepay outstanding Loans with the loans and any accrued interestNet Cash Proceeds received by the Parent, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any Subsidiary of its Subsidiaries receives any Net Cash Proceeds arising the Borrower from any Debt Issuance, then Mandatory Prepayment Event that occurs on or after the date of the Initial Loan Borrowing. The Borrower shall prepay make such payments to the Loans hereunder in an amount equal to 100% Administrative Agent for the account of such Net Cash Proceeds not later than the Lenders, within five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of after such Net Cash Proceeds and are received. In the case of any prepayment made or to be made in connection with this Section 2.7(b): (A) the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such notice shall be accompanied by prepayment together with a reasonably detailed certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the Net Cash Proceeds. Each Proceeds to be prepaid; (B) the Administrative Agent will promptly notify each Lender of its receipt of such Notice of Prepayment and of the amount of such Lender’s Commitment Percentage of such prepayment; (C) the Borrower shall make such prepayment and the payment amount specified in such Notice of Prepayment shall be due and payable on the date specified therein; (D) any prepayment of Loans under this clause a LIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.4; and (bE) each such repayment shall be applied to the prepayment in full applicable Loans of the aggregate principal amount and any accrued but unpaid interest Lenders in accordance with respect their respective Commitment Percentages. The failure of the Borrower to make a required repayment under this Section 2.7(b) following the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and occurrence of a Mandatory Prepayment Event shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case constitute an Event of any Eurodollar Default hereunder. Any 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 2.17may not be reborrowed.

Mandatory. So long as Mandatory partial principal payments, together with the Prepayment Premium then due in respect of such payment, if any, shall be due from time to time if, (i) due to an increase in the commitments in respect aggregate amount of each Unsecured Indebtedness of the Bridge Facilities have been terminated without Consolidated Group or any reduction in the funding Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Consolidated Group (excluding from such Unsecured Indebtedness any loans thereunder Guarantee Obligations) shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the loans and effect of any accrued interestother provision of this Agreement requiring such a principal payment, fees and other obligations under any of the Bridge Facilities have been paid Obligations described in full, clause (i) of Section 2.1(a) shall be in excess of the maximum amount set forth in the event that applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of any of its Subsidiaries receives any Net Cash Proceeds such reduction arising from any Debt Issuanceresults reported in a quarterly financial statement of Borrower and related Compliance Certificate, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five ten (510) Business Days following the receipt by the Borrower or such Subsidiary after delivery of such Net Cash Proceeds. The Borrower shall promptly quarterly financial statement and Compliance Certificate under Section 6.1 evidencing such reduction or (and not later than five ii) in all other cases, ten (510) Business Days following after Borrower’s receipt thereof) notify of written notice from the Administrative Agent of the receipt by the Borrower or existence of any Subsidiary, as applicable, condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17determination).

Mandatory. So long as (i) Within ten Business Days after a Compliance Certificate has been delivered pursuant to Section 5.01(d) of the commitments Credit Agreement in connection with the delivery of annual financials pursuant to Section 5.01(b) of the Credit Agreement, the Borrower shall prepay, subject to Section 2.14(a) and Section 2.18(c) of the Credit Agreement, an aggregate principal amount of the Incremental Term Loan in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the Fiscal Year covered by such financial statements commencing with the Fiscal Year ending on December 31, 2016, minus (B) the sum of the aggregate amount of voluntary principal prepayments of the Incremental Term Loan, in each case, other than to the extent that any such prepayment is funded with the proceeds of long-term Indebtedness; provided that such percentage in respect of each any Fiscal Year shall be reduced to 25% or 0% if the Total Leverage Ratio as of the Bridge Facilities have been terminated without the funding last day of any loans thereunder such Fiscal Year was less than 2.00:1.00 or 1.50:1.00, respectively. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any Restricted Subsidiary disposes of its Subsidiaries receives any property or assets (other than (A) any Asset Sale of the equity of Cypress Semiconductor (Minnesota) Inc. or the assets owned by Cypress Semiconductor (Minnesota) Inc. as of the Acquisition Closing Date or (B) any Asset Sale (x) to a Credit Party or (y) by a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party) pursuant to an Asset Sale, (1) the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of Net Cash Proceeds arising from any Debt Issuancesuch Asset Sale and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 9(c)(iii) below), then the Borrower shall prepay prepay, subject to Section 2.14(a) and Section 2.18(c) of the Loans hereunder Credit Agreement an aggregate principal amount of the Incremental Term Loan in an amount equal to 100% of such all Net Cash Proceeds not later than five (5) received from such Asset Sale within ten Business Days following the of receipt thereof by the Borrower or such Subsidiary Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Asset Sale to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted under the Credit Agreement and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Asset Sale, to the extent not deducted in the calculation of Net Cash Proceeds. The Borrower shall promptly , in each case in an amount not to exceed the product of (and not later than five (51) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such notice shall be accompanied by a reasonably detailed calculation other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars) and the denominator of which is the aggregate outstanding principal amount of the Incremental Term Loan and such other Indebtedness (or to the extent such amount is not in " = "1" "" "" Dollars, such equivalent amount of such Indebtedness converted into Dollars). (iii) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in the business within 365 days following receipt of such Net Cash Proceeds (or, if the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds. Each , then within 545 days following receipt of such Net Cash Proceeds); provided, however, that if any of such Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the relevant Asset Sale (or are not reinvested within such 365 days or 545 days, as applicable), an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of Loans under the Incremental Term Loan as set forth in Section 9(c)(ii) above. (iv) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 of the Credit Agreement (a “Debt Issuance”), the Borrower shall prepay, subject to Section 2.14(a) and Section 2.18(c) of the Credit Agreement, an aggregate principal amount of the Incremental Term Loan in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. (v) Amounts to be applied to the Incremental Term Loan in connection with prepayments made pursuant to this clause (bSection 9(c) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest remaining scheduled installments with respect to the 364-Day Tranche Incremental Term Loan in direct order of maturity. Each prepayment of the Incremental Term Loan pursuant to this Section 9(c) shall be applied on a pro rata basis to the then outstanding portion of the Incremental Term Loan comprised of Base Rate Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest Eurodollar Rate Loans; provided that, if there are no Declining Lenders with respect to such prepayment, then the 18-Month Tranche Loans and amount thereof shall be accompanied by accrued interest and fees on applied first to Base Rate Loans comprising the Incremental Term Loan to the full extent thereof before application to Eurodollar Rate Loans comprising the Incremental Term Loan, in each case in a manner that minimizes the amount prepaid payable by the Borrower in respect of such prepayment pursuant to Section 2.18(c) of the date fixed for prepayment, plusCredit Agreement. (vi) All prepayments under this Section 9 shall be made together with, in the case of any such prepayment of a Eurodollar Loans that are prepaid Rate Loan on any day a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 2.18(c) of the Credit Agreement. Notwithstanding any of the other provisions of this Section 9, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 9, other than on the last day of the Interest Period therefor, either the Borrower may, in its sole discretion, deposit " = "1" "" "" the amount of any such prepayment otherwise required to be made thereunder into a cash collateral account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of such Loans in accordance with this Section 9(c). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of the outstanding amount of the Incremental Term Loan in accordance with this Section 9(c). (vii) Notwithstanding any other provisions of this Section 9, mandatory prepayments as a result of Section 9(c)(i) and (ii) of, or in respect of, a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to itthe extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale received by any Foreign Subsidiary or Excess Cash Flow in respect of a Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (x) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrower shall pay apply an amount equal to such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow as if such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds of any such Asset Sale or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds of any such Asset Sale or Excess Cash Flow that would have been payable if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds of any such Asset Sale or any such Excess Cash Flow shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit Agreement or reinvested in the business of the Borrower or any of the other subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted and (iii) may be retained if prohibited under applicable local law (as reasonably determined by the Borrower); provided that such amounts due may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the Lenders as United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and " = "1" "" "" once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effected. (viii) For the avoidance of doubt, any mandatory prepayment of any Term Loan shall be applied on a result thereof pursuant to Section 2.17pro rata basis across all existing Term Loans.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [reserved] (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that [reserved] (iii) [Reserved]. (iv) If the Borrower or any of its Subsidiaries receives Restricted Subsidiary incurs or issues any Net Cash Proceeds arising from any Debt IssuanceIndebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))), then the Borrower shall prepay the cause to be offered to be prepaid in accordance with clause (b)(vii) below an aggregate principal amount of Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than received therefrom on or prior to the date which is five (5) Business Days following after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds. . (v) [reserved]. (vi) Except with respect to Loans incurred in connection with any Refinancing Amendment, Loan Extension Request or any Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with their terms), each prepayment of Loans pursuant to clause (iv) of this Section 2.05(b) shall be applied, first, ratably to each Class of Loans then outstanding (provided that (i) any prepayment of 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 Loans, Extended Loans, or Refinancing Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans, Extended Loans or Refinancing Loans; provided further, with respect to each Class of Loans, each prepayment pursuant to clause (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) as directed by the Borrower, or, absent such direction, in direct order of maturity of such installment). (vii) The Borrower shall promptly (and not later than five (5notify the Lender in writing of any mandatory prepayment required to be made pursuant to this Section 2.05(b) at least four Business Days following receipt thereof) notify prior to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceeds. Each amount of such prepayment. (viii) [reserved] (ix) With respect to each prepayment of Loans under required pursuant to Section 2.05(b), the Lender will have the right to refuse such offer of prepayment. Any prepayment refused by the Lender may be retained by the Borrower. (x) In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this clause (b) Section 2.05(b), such prepayments shall be applied on a pro rata basis to the prepayment in full then outstanding Loans of the aggregate principal amount and any accrued but unpaid interest with respect applicable Class or Classes being prepaid. Notwithstanding anything to the 364-Day Tranche Loans before being applied contrary in this Section 2.05(b), (i) mandatory prepayments in an aggregate amount not to prepay the aggregate principal amount and exceed $100,000 in any accrued but unpaid interest with respect one fiscal year shall not be required to the 18-Month Tranche Loans extent that, if following such repayment, the Loan Party would have insufficient funds to make a REIT Distribution and shall be accompanied by accrued interest and fees on (ii) the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, mandatory prepayment shall furthermore be reduced if the Borrower shall pay determines in good faith that the payment of any amounts due distribution is necessary either to maintain the Lenders Borrower’s status as a result thereof pursuant real estate investment trust under the Code or to Section 2.17enable the Borrower to avoid payment of any Tax that could be avoided by reason of a distribution by the Borrower; provided that such reduction shall not exceed the amount needed to make such distribution or maintain such status.

Mandatory. So long as Mandatory partial principal payments shall be due from time to time if, (i) due to an increase in the commitments in respect aggregate amount of each Unsecured Indebtedness of the Bridge Facilities have been terminated without Consolidated Group or any reduction in the funding Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Consolidated Group (excluding from such Unsecured Indebtedness any loans thereunder Guarantee Obligations) shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the loans and effect of any accrued interestother provision of this Agreement requiring such a principal payment, fees and other obligations under any of the Bridge Facilities have been paid categories of the Obligations described in full, clauses (i) - (iii) of Section 2.1 shall be in excess of the maximum amount set forth in the event that applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of any of its Subsidiaries receives any Net Cash Proceeds such reduction arising from any Debt Issuanceresults reported in a quarterly financial statement of Borrower and related Compliance Certificate, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five ten (510) Business Days following the receipt by the Borrower or such Subsidiary after delivery of such Net Cash Proceeds. The Borrower shall promptly quarterly financial statement and Compliance Certificate under Section 6.1 evidencing such reduction or (and not later than five ii) in all other cases, ten (510) Business Days following after Borrower’s receipt thereof) notify of written notice from the Administrative Agent of the receipt by the Borrower or existence of any Subsidiary, as applicable, condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17determination).

Mandatory. So long as (i) If the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Company or any of its Subsidiaries receives Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (b)(iv) Business Days following below). Upon the receipt 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, after the Amendment No. 3 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 Company or such Subsidiary (such prepayments to be applied as set forth in clause (b)(iv) below). Upon the sale or issuance by the Company or any of such Net Cash Proceedsits Subsidiaries of any of its Capital Stock after the Amendment No. The 3 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), the Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent prepay an aggregate principal amount of the receipt by the Borrower or any Subsidiary, as applicable, Loans equal to 100% of such all Net Cash Proceeds and received therefrom immediately upon receipt thereof by the Company or such notice shall Subsidiary (such prepayments to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsapplied as set forth in clause (b)(iv) below). Each prepayment pursuant to the foregoing provisions of Loans under this clause (bSection 2.03(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, on the last day of each March, June, September and December and (y) in all other cases, promptly (but in any Eurodollar Loans that are prepaid event within 30 days upon such receipt of proceeds), and on any day other than a pro rata basis based on outstanding balances under each of this Agreement, the Existing 2013 Revolving Credit Agreement, the Existing 2015 Revolving Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the Interest Period applicable fiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, to itprepay (A) Loans hereunder, on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the Borrower shall pay any amounts due holders of the NPA Notes (after giving effect to all offers of such proceeds to the Lenders as a result thereof pursuant other holders of the NPA Notes) shall be used to Section 2.17prepay Loans hereunder.

Mandatory. So long as (i) the commitments Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of each of the Bridge Facilities financial statements required to have been terminated without delivered pursuant to Section 6.01(a) for the funding of any loans thereunder or (iiFiscal Year ending December 31, 2027) and the loans and any accrued interestrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the cause to be prepaid an aggregate principal amount of Term Loans hereunder in an amount equal to 100% (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) at the election of the Borrower, the sum of (I) all voluntary prepayments, repurchases or redemptions (including pursuant to Section 2.05(a)(v), or the corresponding provision of the governing documents of other applicable Indebtedness, and in connection with the replacement of a Non- Consenting Lender pursuant to Section 3.07(a)(iii), or the corresponding provision of the governing documents of other applicable Indebtedness) of (1) Term Loans and Incremental Equivalent Debt secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Initial Term Loans (without regard to control of remedies) (and, for the avoidance of doubt, such reduction in respect of prepayments made at a discount or premium to par shall be limited to the amount actually paid in cash in respect of such Net Cash Proceeds not later than five prepayment); and (52) Business Days following Revolving Credit Loans, Extended Revolving Credit Loans and Incremental Revolving Loans, in each case, (x) to the receipt extent secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Initial Revolving Credit Facility (without regard to control of remedies) and (y) to the extent accompanied by a permanent reduction in the corresponding Revolving Credit Facility; and (II) all cash used (or to be used, including Contract Consideration) for (1) Investments and acquisitions (including earn-out payments and deferred purchase price payments, but excluding intercompany Investments amongst the Borrower or such Subsidiary and its Restricted Subsidiaries and Investments in cash and Cash Equivalents), (2) the amount of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent Restricted Payments made in respect of the receipt by common Equity Interests or other Qualified Equity Interests of the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds direct or indirect parent thereof (excluding Restricted Payments made pursuant to Sections 7.06(g) and such notice shall be accompanied by a reasonably detailed calculation Section 7.06(l)(A) (in reliance on clause (a)(ii) of the Net Cash Proceeds. Each prepayment of Loans Cumulative Credit)) and (3) Capital Expenditures (including, without limitation capitalized software expenditures), in each case under this clause (b) shall be applied B), made during such Fiscal Year or, at the election of the Borrower, after year-end and prior to when such Excess Cash Flow payment is due, to the extent such payments are funded with Internally Generated Cash; provided that, to the extent any deduction is made pursuant to the foregoing clause (B) after year-end and prior to when such Excess Cash Flow prepayment in full of the aggregate principal amount and any accrued but unpaid interest is due, such prepayment shall not be deducted with respect to the 364-Day Tranche Excess Cash Flow prepayment for the succeeding Fiscal Year; provided, further, that the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid or otherwise realized or accounted for after the end of the applicable Fiscal Year but prior to the making of the Excess Cash Flow payment required for such Fiscal Year; provided, further, to the extent any deduction is made pursuant to the foregoing clause (B) with respect to amounts planned, budgeted or committed to be paid and such amounts are not so paid within the following twelve (12) months, such amounts shall be added to Excess Cash Flow for the immediately subsequent Fiscal Year. Prepayment of any Term Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest shall only be required under this Section 2.05(b)(i) 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 (if any) of Excess Cash Flow for prepayment, plus, such period in the case of any Eurodollar Loans that are prepaid on any day other than the last day excess of the Interest Period applicable greater of $9,500,000 and 15% of TTM EBITDA. If at the time that any prepayment from Excess Cash Flow would be required pursuant to itthis Section 2.05(b)(i), the Borrower shall pay any amounts due is required to the Lenders as a result thereof offer to prepay or repurchase Permitted First Priority Refinancing Debt, Incremental Equivalent Debt, or Indebtedness incurred pursuant to Section 2.177.03(g) or Section 7.03(v) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (without regard to control of remedies), or any Permitted Refinancing of any such Indebtedness, in each case with Excess Cash Flow or a comparable measure pursuant to the terms of the documentation governing such Indebtedness (such Permitted First Priority Refinancing Debt, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 7.03(g) or Section 7.03(v) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (or the Permitted Refinancing of any such Indebtedness, in each case, without regard to control of remedies) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis (determined on the) basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Excess Cash Flow payment allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow payment required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow payment shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or If (ii1) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any Subsidiary Disposes of its Subsidiaries receives any property or assets (other than Dispositions expressly contemplated by the Approved Budget or set forth on Schedule 7.04) or (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Subsidiary of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay cause to be prepaid on or prior to the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five date which is ten (510) Business Days following after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Proceeds an aggregate amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided that, solely with respect to a Disposition made in reliance on Section 7.04(u), no prepayment will be required under this Section 2.05(b) solely to the extent Liquidity would be less than $50,000,000 after giving effect to such prepayment or would be projected, in the good faith determination of the Borrower, to fall below $50,000,000 at any time during the term of this Agreement. (ii) If any Loan Party or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than, in the case of the Borrower or any Subsidiary, Indebtedness permitted under Section 7.02), the Borrower shall promptly cause to be prepaid (and not later than subject to the payment of the Prepayment Premium) 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 following after the receipt thereofby such Loan Party or Subsidiary of such Net Proceeds. (iii) [Reserved]. (iv) [Reserved]. (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied on a pro rata basis to each then outstanding Term Loans in accordance with the each Lender’s respective Pro Rata Share, subject to clause (vi) of this Section 2.05(b). (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the receipt by the Borrower or any Subsidiary, as applicable, of event giving rise to such Net Cash Proceeds and mandatory prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such ▇▇▇▇▇▇’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 (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the 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 Loans under this clause (b) shall Term Loans. Any Declined Proceeds remaining thereafter may be applied to retained by the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17Borrower.

Mandatory. So long as (i) Subject in all respects to the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans prepayment and any accrued interest, fees and other obligations cash collateralization requirements under the Bridge Facilities have been paid in full, Existing DIP Credit Agreement with respect to the ABL Priority Collateral (as defined in the event that Intercreditor Agreement), and to the Borrower extent actually applied thereunder, to the extent not applied pursuant to the Existing DIP Credit Agreement, within three (3) Business Days of receipt by the Company or any of its Subsidiaries receives any of the Net Cash Proceeds arising from of any Debt IssuanceAsset Sale or Casualty Event (other than the Specified Sale), then the Borrower Company shall prepay the Loans hereunder in apply an amount equal to 100% the Applicable Prepayment Percentage of such Net Cash Proceeds not later than five to prepay the Loans in the manner set forth in Section 2.08(b)(iii). (5ii) Subject to Section 2.08(b)(v), within three (3) Business Days following after the day of receipt by the Borrower Company or such Subsidiary any of such its Subsidiaries of the Net Cash Proceeds. The Borrower Proceeds from the Specified Sale, the Company shall promptly (and not later than five (5) Business Days following receipt thereof) notify apply an amount equal to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, Applicable Prepayment Percentage of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of to prepay the Net Cash Proceeds. Loans in the manner set forth in Section 2.08(b)(iii) (subject to Section 5.01(p)). (iii) Each prepayment of Loans under principal pursuant to this clause (bSection 2.08(b) shall be applied in the following order: (x) first, to the ratable prepayment of the New Money Loans until all such Loans have been prepaid in full and second to the ratable prepayment of the aggregate principal amount Junior Loans until all such Loans have been prepaid in full and any accrued but unpaid interest with respect (y) first to outstanding Base Rate Loans of each applicable Class up to the 364-Day Tranche full amount thereof, and second to outstanding Eurodollar Rate Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect of each applicable Class up to the 18-Month Tranche Loans and full amount thereof. Each prepayment made pursuant to this Section 2.08(b) shall be accompanied by made together with any interest accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusof such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Loans that are prepaid Rate Loan on any day a date other than the last day of the an Interest Period applicable or at its maturity, any additional amounts which the Company shall be obligated to it, the Borrower shall pay any amounts due reimburse to the Lenders as a result in respect thereof pursuant to Section 2.179.04(c). (iv) The Agent shall give prompt notice of any prepayment required under this Section 2.08(b) to Lenders. (v) Notwithstanding any other provisions of this Section 2.08(b), and with respect only to any Asset Sale, IP License or Casualty Event described in Section 2.08(b)(i), to the extent that applicable law would effectively (x) prohibit or delay the repatriation to the United States of America of any Net Cash Proceeds received by any Subsidiary that is not a U.S. Subsidiary or (y) impose material adverse tax or legal consequences on the Company and its Subsidiaries if such Net Cash Proceeds were so repatriated, in each case as determined by the Company in good faith, the portion of such Net Cash Proceeds so affected shall be disregarded for purposes of determining the amount of any mandatory prepayment required to be made under this Section 2.08(b) so long, but only for so long, as applicable local law would prohibit such repatriation (the Company hereby agreeing to promptly take or to cause the applicable Subsidiary to promptly take (as the case may be) all actions required by the applicable local law to permit such repatriation) or impose such material adverse tax consequences, and at such time as such repatriation of any such Net Cash Proceeds becomes permitted under the applicable local law and/or such material adverse tax consequences would no longer exist (and in any event within three Business Days thereafter) (and whether or not any of such Net Cash Proceeds are actually repatriated), the Company shall prepay the Loans in accordance with Section 2.08(b)(iii). (vi) Any Net Cash Proceeds not required to be applied to the prepayment of Loans pursuant to this Section 2.08 shall be available to the Company and its Subsidiaries to use for their general corporate purposes.

Mandatory. So long as (i) the commitments in respect of Within ten Business Days following each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that date on which the Borrower or and/or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising proceeds from (x) any Debt Issuanceincurrence of Indebtedness (excluding any Indebtedness permitted to be incurred pursuant to Section 7.01) or (y) the issuance of any Disqualified Equity Interests, then in each case, after the Borrower shall prepay the Loans hereunder in Third Amendment and Restatement Effective Date, an amount equal to 100% of such the Net Cash Proceeds not later than five therefrom in accordance with the requirements of Section 2.08(b)(iv). (5ii) Within ten Business Days following each date on which the receipt Borrower and/or any of its Restricted Subsidiaries receives Net Cash Proceeds (A) from a disposition of any property or assets in an Asset Sale occurring after the Third Amendment and Restatement Effective Date or (B) with respect to any Casualty Event occurring after the Third Amendment and Restatement Effective Date, an amount equal to 100% of the Net Cash Proceeds therefrom shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv); provided that the Net Cash Proceeds from any SNF Sale shall not be deemed received until the earlier of (x) public announcement by the Borrower or of the completion of the sale of the entire skilled nursing facility business of the Borrower and its Consolidated Subsidiaries and (y) October 31, 2018. (iii) Within 15 days after financial statements have been delivered pursuant to Section 5.01(a) (commencing with Fiscal Year ending December 31, 2014) and the related compliance certificate has been delivered pursuant to Section 5.01(c), the Borrower shall cause to be prepaid Loans equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such Subsidiary financial statements minus (B) the aggregate principal amount of all voluntary prepayments of Loans and ABL Loans (in the case of the ABL Loans, only to the extent accompanied by a corresponding permanent reduction to the “Commitments” as defined in the ABL Facility) during such period, in each case to the extent such prepayments are not funded with proceeds of Indebtedness, shall be applied as a mandatory repayment in accordance with the requirements of Section 2.08(b)(iv). (iv) Subject to Section 2.08(b)(v), each prepayment of Loans pursuant to this Section 2.08(b) shall be applied pro rata among the Loans. Each prepayment of any tranche of Loans pursuant to Section 2.08(b) shall be applied to such tranche first, to accrued interest and fees due on the amount of the prepayment of such Loans; second, to the scheduled installments thereof occurring within the immediately succeeding eight fiscal quarters in the direct order of maturity thereof; and third, to the applicable remaining installments due pursuant to Section 2.07 on a pro rata basis, in each case, to be allocated among the appropriate Lenders in accordance with such Lenders’ respective Pro Rata Share. Notwithstanding the foregoing, with respect to the Net Cash Proceeds. The Borrower shall promptly Proceeds of an event described in Section 2.08(b) (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by ii), the Borrower or any Subsidiary, as applicable, may use a portion of such Net Cash Proceeds to prepay or repurchase Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Lien securing the Secured Obligations to the extent any Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness requires the issuer or borrower thereof to prepay or make an offer to purchase such Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with the proceeds of such event described Section 2.08(b)(ii), in each case in amount not to exceed the product of (x) the amount of Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Permitted Pari Passu Notes or Junior Lien Indebtedness or Permitted Pari Passu Term Loan Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Secured Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Pari Passu Notes or Junior Lien Indebtedness and/or Permitted Pari Passu Term Loan Indebtedness and the outstanding principal amount of Term Loans. (v) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (i)(y), (ii) or (iii) of this this Section 2.08(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount 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. Each 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 clause (i)(y), (ii) or (iii) of this Section 2.08(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans under this clause (b) shall to be applied rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the prepayment in full Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the aggregate principal Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount and of such mandatory repayment of Term Loans. Subject to any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case requirements of any Eurodollar Loans that are prepaid on other Indebtedness, any day other than Declined Proceeds remaining after offering such Declined Proceeds to Lenders in accordance with the last day of terms hereof may be retained by the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Borrower.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities Within ten (10) Business Days after financial statements have been terminated without delivered pursuant to Section 6.01(a) and the funding of any loans thereunder or (ii) the loans and any accrued interestrelated Compliance Certificate has been delivered pursuant to Section 6.02(a), fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100the excess (if any) of (A) 35% of Excess Cash Flow for the fiscal year covered by such Net Cash Proceeds not later than five financial statements over (5B) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent aggregate principal amount of the receipt by Term A Loan or, to the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be extent accompanied by a reasonably detailed calculation of permanent reduction in the Net Cash ProceedsAggregate Commitments, the Committed Loans prepaid pursuant to Section 2.05(a)(i) during the fiscal year covered by such financial statements. Each prepayment of Loans under made pursuant to this clause (bi) shall be applied first to the Term A Loan until the Term A Loan is paid and satisfied in full (with such prepayments to be applied to the principal repayment installments of the Term A Loan in inverse order of maturity) and second to the Total Revolving Outstandings without reduction of the Aggregate Commitments (with such prepayments to be applied first, ratably to the L/C Borrowings and the Swing Line Loans until the L/C Borrowings and the Swing Line Loans are reduced to zero and second, ratably to the Committed Loans until the Committed Loans are repaid in full). (ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Committed 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 clause (c) unless after the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itLoans, the Borrower shall pay any amounts due to Total Revolving Outstandings exceed the Lenders as a result thereof pursuant to Section 2.17Aggregate Commitments then in effect.

Mandatory. So long as (i) On any date that (A)(1) the commitments in respect of each sum of the Bridge Facilities have been terminated without outstanding principal amount of all Loans plus the funding Letter of any loans thereunder Credit Exposure exceeds (2) the Facility Limit or (B)(1) the sum of the principal amount of all Loans exceeds (2) the Loan Limit, as notified to the Borrower by the Administrative Agent (with such calculation set forth in reasonable detail which shall be conclusive absent manifest error), the Borrower shall, within one Business Day, to the extent of such excess, first prepay to the Lenders on a pro rata basis the outstanding principal amount of the Loans, and second make deposits into the Cash Collateral Account to provide cash collateral in the amount of such excess for the Letter of Credit Exposure. (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries Credit Party receives any Net Cash Proceeds arising from in respect of any Debt IssuancePrepayment Event, then the Borrower shall prepay shall, no later than three Business Days following the Loans hereunder receipt thereof, apply (A) in respect of any sale, transfer or other disposition of ABL Priority Collateral or receipt of Net Cash Proceeds in connection with a Casualty Event involving ABL Priority Collateral, an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following first to prepay to the receipt by Lenders on a pro rata basis the outstanding principal amount of the Loans, and second to make deposits into the Cash Collateral Account to provide cash collateral up to the amount of such Letter of Credit Exposure and, in each case, if any such ABL Priority Collateral was included in the calculation of the Borrowing Base, the Borrower or shall deliver a Borrowing Base Certificate including pro forma adjustments for such Subsidiary sale and/or Casualty Event concurrently with the making of such Net Cash Proceeds. The Borrower shall promptly any prepayment required by this Section 2.4(c)(ii) and (and not later than five (5B) Business Days following receipt thereof) notify the Administrative Agent in respect of the receipt by the Borrower or any Subsidiaryother Prepayment Event, as applicable, an amount equal to 100% of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied that were not used to prepay the 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 the 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 2.17DIP Term Loan Facility.

Mandatory. So long as Mandatory partial principal payments, together with the Prepayment Premium then due in respect of such payment, if any, shall be due from time to time if, (i) due to an increase in the commitments in respect aggregate amount of each Unsecured Indebtedness of the Bridge Facilities have been terminated without Consolidated Group or any reduction in the funding Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of any loans thereunder the Consolidated Group shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the loans and effect of any accrued interestother provision of this Agreement requiring such a principal payment, fees and other obligations the aggregate then outstanding Advances made hereunder in any Class under Section 2.1 and/or 2.22 shall be in excess of the Bridge Facilities have been paid in full, applicable Term Loan Commitments for such Class. Such principal payments shall be in the event that amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (iX) in the Borrower or case of any of its Subsidiaries receives any Net Cash Proceeds such reduction arising from any Debt Issuanceresults reported in athe quarterly financial statementstatements of Parent and related Compliance Certificate, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five ten (510) Business Days following the receipt by the Borrower or such Subsidiary after delivery of such Net Cash Proceeds. The Borrower shall promptly quarterly financial statementstatements and Compliance Certificate under Section 6.1 evidencing such reduction or (and not later than five iiY) in all other cases, ten (510) Business Days following after Borrower’s receipt thereof) notify of written notice from the Administrative Agent of the receipt by the Borrower or existence of any Subsidiary, as applicable, condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest determination).; provided, however, that with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate a mandatory partial principal amount and any accrued but unpaid interest with payment required in 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day clause (i) of the Interest Period applicable to itforegoing sentence, the Borrower shall pay any amounts due may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Lenders as a result thereof pursuant Consolidated Group in the amount needed to Section 2.17restore Borrower to compliance with such covenants, in each case, within such applicable ten (10) Business Day period.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or Subject to clauses (iiv) the loans and any accrued interest(viii) below, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) the fifth Business Days Day following the receipt by the Borrower or such any Subsidiary of such any Net Cash Proceeds. The Proceeds in connection with any Asset Sale (other than any Asset Sale 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). (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 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. (and not v) Not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any SubsidiarySubsidiary of any Net Proceeds in connection with any Asset Sale, as applicableRecovery 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 Cash Proceeds and such notice 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 be accompanied by a reasonably detailed calculation 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 ProceedsFlow. (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 of such prepayment. The Borrower shall deliver to the Administrative Agent written notice of the occurrence of any Change in Control (each such notice, a “Change in Control Notice”), in each case, within two Business Days thereof. Each prepayment 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 Loans under this 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 applied 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 most recent Financial Statements delivered or required to be delivered pursuant to Section 5.01(a) (for any such fiscal year, the “ECF Prepayment Date”), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to (x) 100% of Excess Cash Flow for such fiscal year minus (y) 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 “ECF Prepayment”); provided that no prepayment shall be required pursuant to this Section 2.06(b)(vii) to 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 after the Borrower Deleveraging Milestone Date, $85,000,000, in full 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 payment 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 not be required to apply any Net Proceeds that are the subject of clauses (i) or (ii) above to prepay the Loans to the extent reinvested by the Borrower or any of its Restricted Subsidiaries in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 12 months of receipt of such Net Proceeds (or, if the Borrower or any Restricted Subsidiary has contractually committed within 12 months following receipt of such Net Proceeds to reinvest such Net Proceeds, within 18 months from the date of the receipt of such Net Proceeds); provided that (a) no Event of Default shall have occurred and shall be continuing at the time of the earlier of the (x) application of such proceeds and (y) entry into the contractual commitment to apply such Net Proceeds; and (b) any such Net Proceeds not actually reinvested in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans; provided further that (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 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 accrued but unpaid interest with respect Target Non-Core Assets that are required to the 364-Day Tranche Loans before being applied be used to prepay the 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 the 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 2.172.06(b)(v) may not be reinvested without the prior written consent of the Required Lenders. (ix) Prepayments of outstanding Loans pursuant to this Section 2.06(b) shall be applied in such manner as the Borrower may specify.

Mandatory. So long as (i) The Borrower shall, on the commitments in respect first Business Day after the date of each receipt of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that Net Cash Proceeds by the Borrower or any of its Subsidiaries receives from (A) the incurrence or issuance by the Borrower or any Net Cash Proceeds arising from of its Subsidiaries of any Debt Issuancefor borrowed money (other than (1) intercompany Debt, then (2) Debt incurred under the Existing Credit Agreement or refinancings thereof (without increase in the principal amount thereof), (3) commercial paper facilities, (4) cash management facilities, (5) other short term borrowings and (6) Debt incurred by any Subsidiary of the Borrower shall to finance operations of such Subsidiary) and (B) the sale or issuance by the Borrower or any of its Subsidiaries of any equity interests or equity-linked securities in the capital markets, prepay an aggregate principal amount of the Loans hereunder Advances comprising part of the same Borrowings in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of Each such Net Cash Proceeds and such notice prepayment shall be accompanied by applied ratably to the Advances comprising a reasonably detailed calculation of the Net Cash Proceeds. Borrowing. (ii) Each prepayment of Loans under made pursuant to this clause (bSection 2.09(b) shall be applied to the prepayment in full of the aggregate principal amount and made together with any interest accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, plusof such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurodollar Loans that are prepaid Rate Advance on any day a date other than the last day of the an Interest Period applicable to itor at its maturity, any additional amounts which the Borrower shall pay any amounts due be obligated to reimburse to the Lenders as a result in respect thereof pursuant to Section 2.178.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b) to the Borrower and the Lenders.

Mandatory. So long as (i) Within fifteen (15) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) and the commitments related Compliance Certificate is required to have been delivered pursuant to Section 6.02(a) (the date any such prepayment is required to be made, an “ECF Payment Date”), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in respect an amount equal to (A) 50% of each Excess Cash Flow, if any, for the fiscal year of the Bridge Facilities have been terminated without Borrower covered by such financial statements (commencing with the funding fiscal year of the Borrower ending December 31, 2013) minus (B) the sum of (1) the aggregate principal amount of any loans thereunder voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year or on or prior to the applicable ECF Payment Date (without duplication) to the extent financed with Internally Generated Cash Flow, (2) the aggregate principal amount of any voluntary prepayments of First Lien Term Loans made pursuant to Section 2.05(a) of the First Lien Credit Agreement during such fiscal year or on or prior to the applicable ECF Payment Date (without duplication) to the extent financed with Internally Generated Cash Flow, (3) solely to the extent the amount of the Revolving Credit Commitments (as defined in the First Lien Credit Agreement) are permanently reduced pursuant to Section 2.06 of the First Lien Credit Agreement in connection therewith (and solely to the extent of the amount of such reduction), the aggregate principal amount of any voluntary prepayments of Revolving Credit Loans (as defined in the First Lien Credit Agreement) made pursuant to Section 2.05(a) of the First Lien Credit Agreement during such fiscal year or, at the Borrower’s option, on or prior to the applicable ECF Payment Date (without duplication) to the extent financed with Internally Generated Cash Flow; provided, that, with respect to any fiscal year, such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of such fiscal year was less than or equal to 3.75:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) shall be required with respect to any fiscal year if the Total Leverage Ratio as of the last day of such fiscal year was less than or equal to 3.25:1.00. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that [Reserved.] (iii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a) through (h) or (l) through (o)) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is fifteen (15) Business Days after the date of the realization or receipt of such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than five (5received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iii)(A) Business Days following the receipt by if, on or prior to such date, the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify have given written notice to the Administrative Agent of the receipt by the Borrower its intention to reinvest or any Subsidiary, as applicable, cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(iii)(B) (which election may only be made if no Event of Default has occurred and is then continuing); provided further that if at the time that any such notice prepayment would be required, the Borrower is required (or required to offer) to repay or repurchase any Indebtedness permitted to be incurred hereunder that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be accompanied by a reasonably detailed calculation allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Net Cash Proceeds. Each Term Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans under that would have otherwise been required pursuant to this clause (bSection 2.05(b)(iii) shall be applied reduced accordingly; provided further, that to the prepayment extent the holders of Other Applicable Indebtedness decline to have such indebtedness repaid or repurchased, the declined amount shall promptly (and in full any event within fifteen (15) Business Days after the date of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being such rejection) be applied to prepay the aggregate principal amount and any accrued but unpaid interest Term Loans in accordance 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 the 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 2.17terms hereof.

Mandatory. So long as (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the commitments related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in respect an amount equal to (A) 50% of each Excess Cash Flow, if any, for the Fiscal Year of the Bridge Facilities have been terminated without Borrower covered by such financial statements (commencing with the funding Fiscal Year of the Borrower ended December 27, 2011) minus (B) the sum of (1) the amount of any loans thereunder or voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such Fiscal Year and (2) solely to the extent the amount of the Revolving Credit Commitments are permanently reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of the applicable Fiscal Year was less than 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(b)(i) shall be required if the Total Leverage Ratio as of the last day of the applicable Fiscal Year was less than 2.50:1.00. (ii) the loans and (A) With respect to any accrued interest, fees and Disposition or any Casualty Event by Holdings or any Subsidiary (other obligations under the Bridge Facilities have been paid in full, than a Non-Prepayment Unrestricted Subsidiary) that results in the event that realization or receipt by any such Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or any prior to the date that is ten (10) Business Days after the date of its Subsidiaries receives any the realization or receipt of such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than five (5received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) Business Days following the receipt by if, on or prior to such date, the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify have given written notice to the Administrative Agent of the receipt by the Borrower its intention to reinvest or any Subsidiary, as applicable, cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made (x) if no Default or Event of Default has occurred and is then continuing or would result therefrom and (y) the Disposition or Casualty Event giving rise to such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest Proceeds is with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case property of any Eurodollar Loans Holdings or a Subsidiary 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 is not a result thereof pursuant to Section 2.17.Prepayment Unrestricted Subsidiary);

Mandatory. So long as (i) Following the commitments in respect end of each fiscal year of the Bridge Facilities have been terminated without Company, commencing with the funding of any loans thereunder or fiscal year ending September 30, 2018, the Company shall prepay Loans in an aggregate amount equal to (iiA) the loans applicable ECF Prepayment Percentage of Excess Cash Flow for such fiscal year less (B) the aggregate principal amount of Term Loans, Incremental Term Loans and any accrued interest(to the extent accompanied by a permanent reduction of the Aggregate Revolving Credit Commitments in the same amount) Revolving Loans prepaid pursuant to Section 2.05(a)(i) or, fees solely with respect to prepayments made with Net Cash Proceeds resulting from Non-Core Asset Dispositions, pursuant to Section 2.05(b)(ii), in each case during such fiscal year or, without duplication, after the end of such fiscal year but prior to the date on which the prepayment described in this clause (i) is required (such prepayments to be applied as set forth in clauses (v) and other obligations under the Bridge Facilities (viii) below); provided that if all Term B Loans have been paid in fullfull and the Term B Facility has been terminated on or prior to the date a prepayment under this clause (i) would have been required to have been made, in no such prepayment shall be required for such fiscal year or any subsequent fiscal year. Each prepayment pursuant to this clause (i) shall be made no later than the event date that is five Business Days after the Borrower date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (ii) If the Company or any of its Restricted Subsidiaries receives Disposes of any property (other than in the ordinary course of business, and other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (g), (h) or (o)) which, in any such case, results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Company shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Dispositions during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) 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 Company (as notified by the Company 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 Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds not later than five in operating assets so long as (5A) Business Days following the within 365 days after receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower , such reinvestment shall promptly have been consummated (and not later than five or a definitive agreement to so reinvest shall have been executed), (5B) Business Days following receipt thereof) notify if a definitive agreement to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent Agent), and (C) in the case of the receipt Dispositions by the Borrower AECOM Capital or any SubsidiaryRestricted Subsidiary of AECOM Capital, as applicable, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided 77 108739301_14 further, that any Net Cash Proceeds not subject to such notice definitive agreement or so reinvested shall be accompanied by immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Notwithstanding the foregoing, if the Company or any of its Restricted Subsidiaries realizes any Net Cash Proceeds resulting from a reasonably detailed calculation Non-Core Asset Disposition, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below), without regard to the foregoing $50,000,000 threshold or the reinvestment provisions set forth in this clause (ii). (iii) Upon the occurrence of a Recovery Event with respect to the Company or any of its Restricted Subsidiaries which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Company shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom in excess of $50,000,000 in the aggregate for the Net Cash Proceeds received from all such Recovery Events during the immediately preceding twelve month period immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); 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 Company (as notified by the Company to the Administrative Agent within 45 days following the date of such Recovery Event), and so long as no Event of 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 the replacement or restoration of any properties or assets in respect of which such Net Cash Proceeds were paid or operating assets so long as (A) within 365 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), (B) if a definitive agreement (including, without limitation, a construction agreement) to so reinvest has been executed within such 365-day period, then such reinvestment shall have been consummated within 180 days after such 365-day period (in each case, as certified by the Company in writing to the Administrative Agent), and (C) in the case of Recovery Events with respect to AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such Net Cash Proceeds such reinvestment shall have been consummated; and provided further, 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)(iii). (iv) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Company shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below). (v) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.05(b) shall be applied applied, first, ratably to each of the Term A US Facility, the Term A CAD Facility, the Term A AUD Facility, and the Term B Facility and to the prepayment principal repayment installments thereof in full direct order of maturity to the next four principal repayment installments of the aggregate principal amount and any accrued but unpaid interest with respect applicable Term Facility (and, to the 364-Day Tranche Loans before being applied to prepay extent provided in the aggregate principal amount and definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any accrued but unpaid interest with respect Incremental Term Loans) and, thereafter, to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on remaining principal repayment installments of the amount prepaid applicable Term Facility (and, to the date fixed for prepayment, plus, extent provided in the case definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Eurodollar Loans that are prepaid Incremental Term Loans) on any day other than a pro rata basis and, second, to the last day Revolving Credit Facility (without permanent reduction 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.Revolving Credit Commitments) 78 108739301_14

Mandatory. So long (i) No later than the earlier of (x) 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year minus (B) the aggregate amount of voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year, except to the extent financed with proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance, condemnation or Indebtedness; provided that if on the date of any mandatory prepayment required by this Section 2.05(b)(i) the Borrower is required to maintain Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) such excess at such time and (y) the remainder of (i) the commitments in respect aggregate amount of each mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the Bridge Facilities have been terminated without the funding of any loans thereunder or preceding proviso less (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), or (n)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of all Net Cash Proceeds received; provided that, no such 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, within 5 Business Days of such date of realization or receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no Default has occurred and is then continuing); provided that no such reinvestment right shall be available with respect to any Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in respect of any Disposition of any Equity Interests of any Unrestricted Subsidiary. (B) With respect to up to $20,000,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by the Borrower or any of its Restricted Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default shall have occurred and be continuing, the Borrower and its Restricted Subsidiaries (x) shall not later be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Default is 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 period set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, Cash Collateralize L/C Obligations, as set forth in this Section 2.05(b)(ii) 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 period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower and its Restricted Subsidiaries may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following the receipt by of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to use such Subsidiary Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period; provided that (i) the amount of such Net Cash Proceeds. The , together with other cash available to the Borrower and its Restricted Subsidiaries to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) 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 before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower and its Restricted Subsidiaries have sufficient business interruption insurance and that the Borrower and its Restricted Subsidiaries will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower and its Restricted Subsidiaries expect to be reasonably available to them, to satisfy all obligations and expenses of the Borrower and its Restricted Subsidiaries (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of the Borrower from time to time as needed to pay actual costs incurred by the Borrower and its Restricted Subsidiaries in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit pursuant to such cash collateral arrangements to the repayment of Obligations hereunder; provided further that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and its Restricted Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $50,000,000 with respect to any Casualty Event, (ii) so long as a Default shall have occurred and be continuing, (x) the Borrower and its Restricted Subsidiaries shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) the Borrower shall promptly not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant use period has expired and no Default is continuing and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and not later than Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations as set forth in this Section 2.05(b)(ii) within five (5) Business Days following after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so used or the expiration of such time periods. (iii) 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 (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt thereofof such Net Cash Proceeds; provided that each prepayment of Term Loans pursuant to this Section 2.05(b)(iii), if in connection with or constituting a Repricing Event, shall be subject to Section 2.05(d). (iv) If the Borrower receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests that increases the Borrower’s Consolidated EBITDA as provided in Section 8.04, the Borrower shall cause the Loans (first, Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and Swing Line Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize L/C Obligations) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, 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, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment and/or commitment reduction required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv) or (v) at least three (3) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment and/or commitment reduction. Each such notice shall be accompanied by specify the date of such prepayment and/or commitment reduction and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment and/or commitment reduction. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s notice and of such Appropriate Lender’s Pro Rata Share of the prepayment and/or commitment reduction. (vii) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied pro rata to each Class of Term Loans (based on the TL Repayment Percentages of the various Classes of Term Loans at such time), and in each case, to reduce the then remaining installments of such Class of Term Loans in inverse order of maturity. Each prepayment of Term Loans, Revolving Credit Loans under and Swing Line Loans pursuant to this clause (bSection 2.05(b) shall be applied paid to the prepayment Appropriate Lenders entitled thereto in full of the aggregate principal amount and any accrued but unpaid interest accordance with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17their respective Pro Rata Shares.

Mandatory. So long as (i) If at any time the commitments aggregate principal amount of all outstanding Loans exceeds the Total Available Commitments, the Borrowers shall promptly (and in any event, within 2 Business Days after notice thereof from the Agent) pay to the Agent for the accounts of the Lenders the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Loans pro rata in accordance with Section 3.2. If the Borrowers are required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrowers shall pay all amounts due under Section 4.4, provided that such prepayments shall be applied in such a manner as to limit, to the extent possible, the amounts due under Section 4.4. (ii) With respect to each Permitted Financing, or upon the release of any Borrowing Base Asset from the Borrowing Base Assets Pool as provided in Section 7.16, the Borrowers shall pay to the Agent on the closing date of such Permitted Financing, for the accounts of the Lenders, an amount in respect of each such transaction equal to the greater of (a) 125% of the Bridge Facilities have been terminated without Borrowing Base Availability attributable to the funding of any loans thereunder Property subject to such Permitted Financing or release, or (iib) 75% of the loans and any accrued interestNet Proceeds received by the Borrowers in respect of such Permitted Financing, fees and other obligations such prepayment to be applied first to the amounts outstanding under the Bridge Facilities have been paid Term Facility and then to the amounts outstanding under the Revolving Facility (provided that such prepayments shall be applied in fullsuch a manner as to limit, to the extent possible, the amounts due under Section 4.4.) provided, however, that no such prepayment shall be required in connection with a Permitted Financing comprised of the sale of a Property in the event that the Borrower or Borrowers utilize the proceeds from such sale in connection with a Section 1031 Exchange provided that (x) the Section 1031 Exchange is documented in a manner reasonably acceptable to the Agent and its counsel, (y) any cash proceeds received by any Loan Party in connection with such Section 1031 Exchange are kept with a third party intermediary consistent with the requirements of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuancethe Internal Revenue Code and (z) upon the completion such Section 1031 Exchange, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt property received by the Borrower or Borrowers from such Subsidiary of such Net Cash Proceeds. The Borrower Section 1031 Exchange shall promptly (and not later than five (5) Business Days following receipt thereof) notify satisfy the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 requirements for prepayment, plus, inclusion in the 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 Borrowing Base Assets Pool in accordance with Section 2.177.15.

Mandatory. So long as (i) The Borrower shall, on the commitments in respect third Business Day following the receipt by the Borrower after the Effective Date of each of the Bridge Facilities have been terminated without the funding of (A) Net Cash Proceeds from any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, Asset Sales in the event that the Borrower case of sales of assets or Equity Interests of, or other Investments in, IPALCO or any of its Subsidiaries receives any pursuant to clause (iv) of Section 5.18 or (B) Net Cash Proceeds arising from the incurrence of any Debt IssuanceBridge Debt, then offer to prepay, on a pro rata basis, an aggregate principal amount of the Borrower shall prepay the Term Loans hereunder in an amount equal to 100the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments or the Green Revolving Credit Loan Commitments). (i) The Borrower shall, on the third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO, offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to ratably prepay the Revolving Credit Loans and the Green Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments or the Green Revolving Credit Loan Commitments). provided that with respect to Asset Sales described in clause (y) (and not in clause (x)) in the parenthetical appearing in the definition of Asset Sale (or any Bridge Debt in respect thereof), only 50% of such Net Cash Proceeds not later than five (5) Business Days following the receipt actually received by the Borrower shall be subject to this Section 2.10(b); provided, further, that so long as no Event of Default shall then exist or would arise therefrom, such Subsidiary Net Cash Proceeds from an Asset Sale described in such clause (y) (and not in clause (x)) (or any Bridge Debt in respect thereof) shall not be required to be applied pursuant to this Section 2.10(b) to the extent that the Borrower shall have delivered a certificate of a Responsible Officer to the Agent on or prior to the offer commencement or prepayment date specified in this Section 2.10(b) stating that such Net Cash Proceeds are expected to be used to purchase replacement assets or repair such assets, or to purchase assets used or useful in the business of the Borrower and its Subsidiaries, or to acquire more than 50% of the Equity Interests of any person that owns such assets or engages in a business of the type that the Borrower and Subsidiaries are permitted to be engaged in and, in each case, otherwise in compliance with the terms of this Agreement, no later than 365 days following the date of such Asset Sale (or any Bridge Debt in respect thereof); provided that such time may be extended by an additional 90 days if, on or prior to the 365th day following the date of receipt of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by , the Borrower or any Subsidiary, as applicable, delivers a certificate of a Responsible Officer to the Agent detailing the intended use of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of certifying that the Net Cash Proceeds. Each prepayment Proceeds will be used in accordance with this proviso; provided that if all or any portion of Loans under this clause such Net Cash Proceeds is not so reinvested within such 365-day period (b) or such longer period to the extent extended), such unused portion shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 such period as a result thereof pursuant to provided in this Section 2.17.2.10(b). NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement

Mandatory. So long as (i) Within the commitments in respect earlier of (x) 95 days after the end of each of Fiscal Year (commencing with the Bridge Facilities Fiscal Year ending on January 1, 2007), or (y) five Business Days after financial statements have been terminated without delivered pursuant to Section ‎6.1(a) and the funding related certificate has been delivered pursuant to Section ‎6.1(d) for such Fiscal Year, the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to fifty (50%) of Excess Cash Flow for the Fiscal Year covered by such financial statements (such prepayments to be applied as set forth in clause ‎(v) and below), provided that no such prepayment will be required with respect to any loans thereunder or Fiscal Year if the Borrower’s Total Leverage Ratio at the end of such Fiscal Year is less than 1.50:1.00. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Disposes of any property (other than any Disposition of any property permitted by clause ‎(i) of Section ‎8.4(b)) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay the an aggregate principal amount of Revolving Credit Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause ‎(v)below). (iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than five Indebtedness expressly permitted to be incurred or issued pursuant to clauses (5a) Business Days following - (g), inclusive, of Section ‎8.1), the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of all Net Cash Proceeds received therefrom promptly upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause ‎(v) below). (iv) Upon any Extraordinary Receipt received by or paid to or for the account of such the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section ‎2.7(b), the Borrower shall prepay an aggregate principal amount of Revolving Credit Loans equal to 100% of all Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following Proceeds received therefrom immediately upon receipt thereof) notify the Administrative Agent of the receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause ‎(v) and below); provided, however, that with respect to any Subsidiaryproceeds of insurance or condemnation or eminent domain awards (or payments in lieu thereof), at the election of the Borrower (as applicable, notified by the Borrower to the Lender on or prior to the date of receipt of such Net Cash Proceeds insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, the Borrower or such notice Subsidiary may apply such cash proceeds within one year after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be accompanied by a reasonably detailed calculation immediately applied to the prepayment of the Net Cash Proceeds. Revolving Credit Loans as set forth in this Section ‎2.7(b)(iv). (v) Each prepayment of Revolving Credit Loans under pursuant to the foregoing provisions of this clause (bSection ‎2.7(b) shall be applied as follows: first, ratably to any unpaid LC Disbursements, and second, to the outstanding Revolving Credit Loans; and the amount remaining, if any, after the prepayment in full of all LC Disbursements and Revolving Credit Loans outstanding at such time may be retained by the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 Borrower for prepayment, plus, use in the case ordinary course of its business. (vi) If for any Eurodollar Loans that are prepaid on reason the Total Revolving Credit Outstandings at any day other than time exceed the last day of the Interest Period applicable to itCommitment at such time, the Borrower shall pay any amounts due immediately prepay Revolving Credit Loans and LC Disbursements and/or Cash Collateralize the Maximum Drawing Amount, in an aggregate amount equal to the Lenders as a result thereof pursuant to Section 2.17such excess.

Mandatory. So long (i) No later than the earlier of (x) 105 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2013, and (y) the date on which the financial statements with respect to such fiscal year have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year minus (B) the aggregate amount of voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such fiscal year, except to the extent financed with proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance, condemnation or Indebtedness; provided that if on the date of any mandatory prepayment required by this Section 2.05(b)(i) the Borrower is required to maintain Manager Reserves, the amount of any such mandatory prepayment otherwise required by this Section 2.05(b)(i) shall be reduced to the extent necessary such that, after giving effect thereto, the Liquidity as of such date of prepayment shall not be less than Manager Reserves on such date; provided however, that if any prepayment is not required to be made by operation of the preceding proviso and at any time thereafter the Liquidity shall exceed the amount of the Manager Reserves, the Borrower shall cause outstanding Term Loans to be prepaid in an amount equal to lesser of (x) such excess at such time and (y) the remainder of (i) the commitments in respect aggregate amount of each mandatory prepayments under this Section 2.05(b)(i) reduced by operation of the Bridge Facilities have been terminated without the funding of any loans thereunder or preceding proviso less (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that aggregate amount of mandatory prepayments made pursuant to this further proviso. (A) If (x) the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), or (n)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of all Net Cash Proceeds received; provided that, no such 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, within 5 Business Days of such date of realization or receipt, given written notice to the Administrative Agent of its intent to reinvest or use such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) or (C), as the case may be (which notice may only be provided if no Default has occurred and is then continuing); provided that no such reinvestment right shall be available with respect to any Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in respect of any Disposition of any Equity Interests of any Unrestricted Subsidiary. (B) With respect to up to $15,000,000 of Net Cash Proceeds in the aggregate during any fiscal year realized or received with respect to Dispositions by the Borrower or any of its Restricted Subsidiaries (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)), the Borrower and its Restricted Subsidiaries may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Default shall have occurred and be continuing, the Borrower and its Restricted Subsidiaries (x) shall not later be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Default is 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 period set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, Cash Collateralize Letters of Credit, as set forth in this Section 2.05(b)(ii) 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 period. (C) With respect to any Net Cash Proceeds realized or received with respect to any Casualty Event, the Borrower and its Restricted Subsidiaries may use all or any portion of such Net Cash Proceeds to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) months following the receipt by of such Net Cash Proceeds or (y) if the Borrower or a Restricted Subsidiary enters into a legally binding commitment to use such Subsidiary Net Cash Proceeds before the expiration of the fifteen (15) month period referred to in preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period; provided that (i) the amount of such Net Cash Proceeds. The , together with other cash available to the Borrower and its Restricted Subsidiaries to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the estimated cost of replacement or restoration of the properties or assets in respect of which such Net Cash Proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, (ii) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer on or prior to the date of the required prepayment stating that such Net Cash Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within (x) fifteen (15) 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 before the expiration of the fifteen (15) month period referred to in the preceding clause (x), within one hundred and eighty (180) days of the end of such 15-month period (which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended) and also certifying the Borrower’s determination as required by preceding clause (i) and certifying the sufficiency of business interruption insurance as required by succeeding clause (iii), (iii) the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower and its Restricted Subsidiaries have sufficient business interruption insurance and that the Borrower and its Restricted Subsidiaries will receive payments thereunder in such amounts and at such times as are necessary, together with other funds the Borrower and its Restricted Subsidiaries expect to be reasonably available to them, to satisfy all obligations and expenses of the Borrower and its Restricted Subsidiaries (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Casualty Event and continuing through the completion of the replacement or restoration of respective properties or assets, and (iv) the entire amount of the Net Cash Proceeds of such Casualty Event shall be deposited with the Administrative Agent pursuant to cash collateral arrangements reasonably satisfactory to the Borrower and the Administrative Agent whereupon such Net Cash Proceeds shall be disbursed at the direction of the Borrower from time to time as needed to pay actual costs incurred by the Borrower and its Restricted Subsidiaries in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be reasonably established by the Administrative Agent), it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit pursuant to such cash collateral arrangements to the repayment of Obligations hereunder; provided further that (i) the aggregate amount applied to replace or rebuild assets of the Borrower and its Restricted Subsidiaries (other than assets consisting of casino space and assets therein) shall not exceed $37,500,000 with respect to any Casualty Event, (ii) so long as a Default shall have occurred and be continuing, (x) the Borrower and its Restricted Subsidiaries shall not be permitted to so use any such Net Cash Proceeds (other than pursuant to a legally binding commitment that the Borrower or a Restricted Subsidiary entered into at a time when no Default is continuing) and (y) the Borrower shall promptly not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until such time as the relevant use period has expired and no Default is continuing and (iii) if any Net Cash Proceeds are no longer intended to be or cannot be so used at any time after delivery of a notice of election to replace or restore or if any Net Cash Proceeds are not so used by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied first, to prepay the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and not later than permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit as set forth in this Section 2.05(b)(ii) within five (5) Business Days following after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so used or the expiration of such time periods. (iii) 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 (first, the Term Loans and, to the extent of any excess Net Cash Proceeds, to repay the Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt thereofof such Net Cash Proceeds; provided that each prepayment of Term Loans pursuant to this Section 2.05(b)(iii), if in connection with or constituting a Repricing Event, shall be subject to Section 2.05(d). (iv) If the Borrower receives any cash proceeds from any capital contribution or any sale or issuance of its Equity Interests that increases the Borrower’s Consolidated EBITDA as provided in Section 8.04, the Borrower shall cause the Loans (first, Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. (v) If Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder), the Borrower or any of their respective Restricted Subsidiaries receives a return or reimbursement of any Investment (including any Project Reimbursement), the Borrower shall cause Loans (first Term Loans, and to the extent of any excess Net Cash Proceeds, to repay Revolving Credit Loans and permanently reduce Revolving Credit Commitments and, to the extent of any excess Net Cash Proceeds, to Cash Collateralize Letters of Credit) to be prepaid (and, to the extent provided above, Commitments to be reduced and Letters of Credit to be Cash Collateralized) in an amount equal to 50% of all Net Cash Proceeds received by Opco Holdings, GVR Holdings (so long as GVR is a co-borrower hereunder) the Borrower or such Restricted Subsidiary in respect of such return or reimbursement of such Investment (including any such Project Reimbursement) on or prior to the date which is five (5) Business Days after the date of the receipt of such Net Cash Proceeds. (vi) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, 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)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect. (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment and/or commitment reduction required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv), (v) or (vi) at least three (3) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment and/or commitment reduction. Each such notice shall be accompanied by specify the date of such prepayment and/or commitment reduction and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment and/or commitment reduction. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s notice and of such Appropriate Lender’s Pro Rata Share of the prepayment and/or commitment reduction. (viii) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied pro rata to each Class of Term Loans (based on the TL Repayment Percentages of the various Classes of Term Loans at such time), and in each case, to reduce the then remaining installments of such Class of Term Loans in inverse order of maturity. Each prepayment of Term Loans, Revolving Credit Loans under and Swing Line Loans pursuant to this clause (bSection 2.05(b) shall be applied paid to the prepayment Appropriate Lenders entitled thereto in full of the aggregate principal amount and any accrued but unpaid interest accordance with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17their respective Pro Rata Shares.

Mandatory. So long as (i) From and after the commitments in respect of each Effective Date the Borrower shall prepay outstanding Loans with 50% of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interestNet Cash Proceeds received by Spirit REIT, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any Subsidiary of its Subsidiaries receives any Net Cash Proceeds arising the Borrower from any Debt Issuance, then Mandatory Prepayment Event that occurs on or after the Effective Date. The Borrower shall prepay make such payments to the Loans hereunder in an amount equal to 100% Administrative Agent for the account of such Net Cash Proceeds not later than the Lenders, within five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of after such Net Cash Proceeds and are received. In the case of any prepayment made or to be made in connection with this Section 2.5(b): (A) the Borrower shall deliver to the Administrative Agent at least three (3) Business Days’ prior written notice of such notice shall be accompanied by prepayment together with a reasonably detailed certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the Net Cash Proceeds. Each Proceeds to be prepaid; (B) the Administrative Agent will promptly notify each Lender of its receipt of such notice of prepayment and of the amount of such Lender’s Pro Rata Share of such prepayment; (C) the Borrower shall make such prepayment and the payment amount specified in such notice of prepayment shall be due and payable on the date specified therein; (D) any prepayment of Loans under this clause a LIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 5.4; and (bE) each such repayment shall be applied to the prepayment in full applicable Loans of the aggregate principal amount and any accrued but unpaid interest Lenders in accordance with respect their respective Pro Rata Shares. The failure of the Borrower to make a required repayment under this Section 2.5(b) following the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and occurrence of a Mandatory Prepayment Event shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case constitute an Event of any Eurodollar Default hereunder. Any 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 2.17may not be reborrowed.

Mandatory. So long as (i) The Borrower shall, on the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) third Business Days Day following the receipt by the Borrower or such Subsidiary after the Effective Date of such (A) Net Cash Proceeds. The Borrower shall promptly Proceeds from any Asset Sales or (and not later than five (5B) Business Days following receipt thereof) notify Net Cash Proceeds from the Administrative Agent incurrence of any Bridge Debt, offer to prepay, on a pro rata basis, an aggregate principal amount of the receipt by Term Loans in an amount equal to the Borrower or any Subsidiary, as applicable, Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such notice shall be accompanied by a reasonably detailed calculation of prepayment in accordance with the Net Cash Proceedsprovisions set forth in Section 2.10(c). Each prepayment of Loans under this clause (b) shall be applied to Upon the prepayment payment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itTerm Loans, the Borrower shall pay apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any amounts due to reduction of Revolving Credit Loan Commitments). (ii) The Borrower shall, on the Lenders as a result thereof third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 2.175.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi) (but only to the extent the Debt was incurred by IPALCO or a Subsidiary Guarantor), offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of such Net Cash Proceeds (other than $200,000,000 of additional Debt of IPALCO and the Subsidiary Guarantors incurred after the Effective Date). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) in accordance with the provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower, the Borrower agrees to use all reasonable efforts to cause all such Net Cash Proceeds permitted to be distributed to be so distributed. Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments).

Mandatory. So long as (i) The Borrower shall, on each date the commitments in respect of each Revolving Credit Commitments are reduced pursuant to Section 2.11, prepay the Swingline Loans, Revolving Loans, and, if necessary, cash collateralize the L/C Obligations by the amount, if any, necessary to reduce the sum of the Bridge Facilities aggregate principal amount of Swingline Loans, Revolving Loans, and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been terminated without the funding of any loans thereunder or so reduced. (ii) If, at any time prior to the loans Unencumbered Conversion Date, the sum of the unpaid principal balance of the Term Loans, the Incremental Term Loans (if any), Swingline Loans, Revolving Loans, and any accrued interestthe L/C Obligations then outstanding shall be in excess of the Availability as determined on the basis of the most recent Borrowing Base Certificate, fees the Borrower shall within three (3) Business Days and other obligations under without notice or demand pay over the Bridge Facilities have been amount of the excess to the Administrative Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Swingline Loans and Revolving Loans until paid in full, then to the Term Loans and the Incremental Term Loans (if any) on a combined ratable basis with respect to all such Loans until such Loans are paid in the event that the Borrower or full, with any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal remaining balance to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt be held by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in the Collateral Account as security for the Guaranteed Obligations owing with respect to the Letters of Credit. (iii) Unless the Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first ratably to any outstanding Loans under the Revolving Facility, but without a reduction of the receipt by Revolving Credit Commitments, until payment in full thereof with any balance applied ratably to the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of outstanding Loans under the Net Cash ProceedsTerm Loan Facilities. Each prepayment of Loans under this clause (bSection 2.8(b) shall be applied to made by the prepayment in full payment of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and be prepaid. Each cash collateralization of L/C Obligations shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, made in the 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 accordance with Section 2.179.4.

Mandatory. So long as (i) If the commitments in respect Borrower effects a Repricing Transaction on or prior to the first anniversary of the Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Bridge Facilities have been terminated without applicable Lenders, a prepayment premium of 1.00% of the funding aggregate principal amount of any loans thereunder the Advances so modified, prepaid, refinanced, substituted or replaced. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. (ii) Subject to the loans and any accrued interestIntercreditor Agreement, fees and other obligations under the Bridge Facilities have been paid in full, in the event that if the Borrower or any of its Subsidiaries receives any Subsidiary completes an Asset Sale or is subject to a Casualty Event, in each case which results in Net Cash Proceeds arising from in excess of the greater of $5,000,000 and 2% of Consolidated Total Assets in any Debt Issuancefiscal year, then the Borrower shall prepay shall, no later than five Business Days following the Loans hereunder in receipt thereof, apply an amount equal to 100% of such Net Cash Proceeds to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Advances; provided that, (A) if no Event of Default exists or would arise therefrom, then such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered a certificate by a Responsible Officer of the Borrower to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested in fixed or capital assets of any Credit Party within 360 days following the date of such Asset Sale or Casualty Event (which officers’ certificate shall set forth the estimates of the proceeds to be so expended); and (B) if all or any portion of such Net Cash Proceeds are not reinvested within such 360-day period as provided in clause (A) above, then 100% of such unused portion shall be applied on the last day of such period first to prepay to the Lenders on a pro rata basis the outstanding principal amount of the Advances. (iii) Subject to the Intercreditor Agreement, if the Borrower or any Subsidiary receives Debt Incurrence Proceeds other than those resulting from Permitted Debt, then not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itproceeds, the Borrower shall pay any amounts due prepay the Advances in an amount equal to the Lenders as a result thereof pursuant to Section 2.17100% of such Debt Incurrence Proceeds.

Mandatory. So long as (i) The Borrower shall, on the commitments in respect of each of third Business Day following the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that receipt by the Borrower or any after the Effective Date of its Subsidiaries receives any (A) Net Cash Proceeds arising from any Covered Asset Sales, (B) Net Cash Proceeds from the incurrence of Debt Issuancepermitted by Section 5.07(a)(viii) relating to a bridge financing of any Covered Asset Sale or (C) Net Cash Proceeds from the incurrence of Debt permitted by Section 5.07(b)(iv) relating to a bridge financing of any Covered Asset Sale, then offer to prepay, on a pro rata basis, an aggregate principal amount of the Borrower shall prepay the Term Loans hereunder in an amount equal to the Banks’ Ratable Share of such Net Cash Proceeds and the Term Loan Banks shall have the option to accept or refuse such prepayment in accordance with the provisions set forth in Section 2.10(c). Upon the payment in full of the Term Loans, the Borrower shall apply such Net Cash Proceeds to prepay the Revolving Credit Loans outstanding at such time (without any reduction of Revolving Credit Loan Commitments). (ii) The Borrower shall, on the third Business Day following the date of receipt of Net Cash Proceeds from the issuance of Debt by any Subsidiary of the Borrower permitted pursuant to Section 5.07(b)(ii) (but only to the extent applicable pursuant to the proviso thereof) and Section 5.07(b)(vi), offer to prepay an aggregate principal amount of the Term Loans in an aggregate amount equal to the Banks’ Ratable Share of an amount equal to (x) 100%, in the case of Debt issued by IPALCO, (y) for so long as the Term Loan Facility is outstanding, 100% in the case of Debt issued by any Subsidiary Guarantor and (z) in all other cases, an amount equal to 75% of such Net Cash Proceeds not later (other than five (5$200,000,000 of additional Debt of the Subsidiaries of the Borrower incurred after the date hereof). The Term Loan Banks shall have the option to accept or refuse any prepayment pursuant to this Section 2.10(b)(ii) Business Days following in accordance with the receipt provisions set forth in Section 2.10(c). So long as Net Cash Proceeds referred to in this Section 2.10(b)(ii) are received by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by Borrower, the Borrower or any Subsidiary, as applicable, of agrees to use all reasonable efforts to cause all such Net Cash Proceeds and such notice shall permitted to be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall distributed to be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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.so

Mandatory. So long as (i) On each Excess Cash Flow Payment Date the commitments in respect of each Borrower shall prepay an aggregate principal amount of the Bridge Facilities Advances comprising part of the same Borrowings and deposit an amount in the Revolving LC Collateral Account in an amount equal to 75% of the amount of Excess Cash Flow for the Calculation Period corresponding to such Excess Cash Flow Payment Date minus the amount of Voluntary Prepayments made during such Calculation Period. Each such prepayment shall be applied ratably first, to the Term B Facility and to the installments thereof in direct order of maturity until such Facility is repaid in full and to any Term Letter of Credit Advance to the extent such Term Letter of Credit Advance has not been repaid or reimbursed in accordance with Section 2.04(d)(ii), and second, (x) if no Event of Default has occurred and is continuing, to the Second Lien Obligations or (y) if an Event of Default has occurred and is continuing, or if such prepayment would have been terminated without required to be made under the funding of any loans thereunder or Second Lien Credit Agreement and was waived pursuant to the terms thereof, to the Revolving Credit Facility as set forth in clause (vii) below. (ii) (A) If within ten Business Days of the loans and date of receipt of any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Asset Sale Proceeds or Equity Proceeds by any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceSubsidiaries, the Borrower shall not have delivered a Reinvestment Notice in respect thereof, then the Borrower shall prepay an aggregate principal amount of the Loans hereunder Advances comprising part of the same Borrowings and deposit an amount in the Revolving LC Collateral Account in an amount equal to 100% the amount of such Net Cash Asset Sale Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Equity Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17may be.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (ii) the loans and any accrued interestSubject to clause (vi) below, fees and other obligations under the Bridge Facilities have been paid in full, in the event that if (x) the Borrower or any of its Subsidiaries receives 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 Cash Proceeds arising from (any Debt Issuancesuch transaction or series of related transactions being a “Relevant Transaction”), then the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Proceeds and the Borrower shall, prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than received from such Relevant Transaction within five (5) Business Days following the of receipt thereof by the Borrower or such Subsidiary Subsidiary; provided that, notwithstanding anything to the contrary herein, the Net Proceeds of any Asset Sale or Recovery Event shall be applied by the Borrower first to prepay in full (x) all obligations owing by any Loan Party in respect of permitted management services and payment of costs and expenses provided by the New CoreCo Loan Parties and (y) cash payments in respect of awards under the FLNG 2 MIP, and any remaining Net Proceeds shall be applied in accordance with this clause (ii). (iii) [Reserved]. (iv) Each prepayment of Term Loans pursuant to Section 2.10(a)(ii) (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as requested by the Borrower in the notice delivered pursuant to clause (v) below, to any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the other Classes of Term Loans then outstanding, (B) shall be applied, with respect to each such Net Cash Proceeds. Class for which 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 (v) of this Section 2.10(b). (v) The Borrower shall promptly notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (and not later than i) through (iv) of this Section 2.10(b) at least five (5) Business Days following receipt thereof) notify prior to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsaggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify ID: 4930-2256-9616 v.18.8 - MSW 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 declined amounts, the “Declined Proceeds”) of Term Loans under this clause required to be made by providing written notice (beach, a “Rejection Notice”) shall be applied to the prepayment in full of Administrative Agent and the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Borrower no later than 5:00 p.m.(New York City time) one (1) Business Day Tranche Loans before being applied to prepay the 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 prior to the date fixed for of such prepayment, plus, in . Each Rejection Notice from a given Lender shall specify the case of any Eurodollar Loans that are prepaid on any day other than the last day principal amount of the Interest Period applicable mandatory repayment of Term Loans to it, the Borrower shall pay any amounts due be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Lenders as a result thereof pursuant Administrative Agent within the time frame specified above or such Rejection Notice fails to Section 2.17specify 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 shall be retained by the Borrower.

Mandatory. So long as (i) [Reserved]. (i) Each prepayment of Loans made pursuant to this Section 2.10(b) shall be made together with any accrued and unpaid interest to the commitments date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04. (ii) No later than three Business Days after the date on which the financial statements with respect to each fiscal year are required to be delivered pursuant to Section 5.08(b) (commencing with the fiscal year of Holdings ending on or about December 31, 2017), the Borrower shall (subject to Section 2.10(b)(ix) below) prepay outstanding Term Loans and Leidos Term Loans in accordance with Section 2.10(b)(vi) in an aggregate principal amount equal to the excess, if any, of (A) the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year then ended minus (B) any optional prepayments of Term Loans pursuant to Section 2.10(a) and Leidos Loans (but in the case of any Leidos Loans that are Revolving Credit Loans (as defined in the Leidos Credit Agreement) solely to the extent accompanied by a [[NYCORP:3664832v12::08/15/2017--08:07 PM]] corresponding permanent reduction of the Revolving Credit Commitments (as defined in the Leidos Credit Agreement)) pursuant to Section 2.10(a) (or any comparable successor provision) of the Leidos Credit Agreement, in each case made during such fiscal year, or in the immediately following fiscal year but before the making of any prepayment required in respect of such fiscal year pursuant to this Section 2.10(b)(iii), but in each case only to the extent that (i) such prepayments do not occur in connection with a refinancing of the Bridge Facilities have been terminated without the funding all or any portion of any loans thereunder such Term Loans or Leidos Loans and (ii) such prepayment was not previously applied to reduce the loans and amount of any accrued interest, fees and other obligations under the Bridge Facilities have been paid prepayment required by this Section 2.10(b)(iii) in full, in respect of a prior fiscal year. (iii) In the event that the Borrower Holdings or any of its the Restricted Subsidiaries receives any shall receive Net Cash Proceeds arising from the issuance or incurrence of (A) any Debt IssuanceIndebtedness for borrowed money of Holdings or any of the Restricted Subsidiaries (other than any cash proceeds from the issuance of Indebtedness for borrowed money permitted under each of this Agreement and the Leidos Credit Agreement), then the Borrower shall prepay shall, substantially simultaneously with (and in any event not later than the Loans hereunder in third Business Day next following) the receipt of such Net Cash Proceeds by Holdings or any such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds not later than five to prepay outstanding Term Loans and Leidos Term Loans in accordance with Section 2.10(b)(vi) or (5B) Business Days following any Refinancing Notes, any Specified Refinancing Term Loans or any Refinancing Junior Loans, the Borrower shall prepay an aggregate principal amount of the Class of Term Loans refinanced in such issuance or incurrence by an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by the Borrower or such Subsidiary Restricted Subsidiary. (iv) Not later than the third Business Day following the receipt of such Net Cash Proceeds in respect of any Asset Sale, which proceeds are in excess of $7,500,000 in a single transaction or series of related transactions, the Borrower shall (subject to Section 2.10(b)(ix) below) apply 100% of the Net Cash Proceeds received with respect thereto (the “Subject Proceeds. The ”) to prepay outstanding Term Loans and Leidos Term Loans in accordance with Section 2.10(b)(vi) (collectively, the “Subject Loans”), and if, at the time that any such prepayment would be required hereunder, the Borrower or any of the Restricted Subsidiaries is required (pursuant to the terms of the documentation governing such other Indebtedness) to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured pursuant to an intercreditor agreement on a pari passu basis with the Loan Document Obligations with the Subject Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; it being understood that (1) subject to the foregoing, the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.10(b)(v) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and not later than five (5) in any event within three Business Days following receipt thereofafter the date of such rejection) notify be applied to prepay the Administrative Agent Subject Loans in accordance with the terms hereof. Notwithstanding the foregoing, any prepayments otherwise required to be made pursuant to the above provisions of this clause (v) shall not be required to be made in respect of the receipt first $100,000,000 of Net Cash Proceeds received by the Borrower in respect of Asset Sales after the Closing Date; provided that this sentence shall not apply with respect to any Net Cash Proceeds received by the Borrower in respect an Asset Sale if all or any Subsidiaryportion thereof are applied to prepay or repurchase any Leidos Loans and/or any Other Applicable Indebtedness. [[NYCORP:3664832v12::08/15/2017--08:07 PM]] (v) Mandatory prepayments of outstanding Term Loans under this Section 2.10(b) (other than Section 2.10(b)(iv)(B)) shall be (A) allocated as among the Term Loans and Leidos Term Loans, pro rata, based upon the then outstanding principal amounts of the Term Loans and Leidos Term Loans, and (B) in the case of Term Loans, shall be allocated pro rata among the Term Facilities based upon the then outstanding principal amounts of the Term Loans, and then the applied pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.06. (vi) The Borrower shall deliver to the Agent, at the time of each prepayment required under Sections 2.10(b)(iii), (iv) and (v) above, (i) a certificate signed by a Financial Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment (the “Prepayment Amount”) and (ii) at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date (the “Prepayment Date”), the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. The Agent shall promptly advise the Appropriate Lenders of any notice given (and the contents thereof) pursuant to this Section 2.10(b). (vii) With respect to any prepayment of Term Loans pursuant to Section 2.10(b)(iii) or (v) the Borrower may elect, at its option, to allow the Term Lenders to decline to accept the applicable prepayment. In addition to the notice requirements in Section 2.10(b)(vii), each such notice of any event giving rise to a prepayment under Section 2.10(b)(iii) or (v) shall also specify whether or not the Borrower has elected to give the Term Lenders the option to decline such prepayment. If the Borrower has elected to allow the Term Lenders to decline to accept such prepayment, any Appropriate Lender may decline to accept all (but not less than all) of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Agent no later than one Business Day after the date of such Appropriate Lender’s receipt of notice from the Agent regarding such prepayment. If any Appropriate Lender does not give a notice to the Agent on or prior to such date informing the Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Agent by the Borrower and applied by the Agent in accordance with Section 2.10(b)(vi) (other than Term Loans owing to Declining Lenders). Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall be retained by the Borrower (such amounts, “Declined Spinco Amounts” and together with any Declined Leidos Amounts (as applicabledefined in the Leidos Credit Agreement), “Declined Amounts”). (viii) Notwithstanding any other provisions of this Section 2.10(b), to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) gives rise to a prepayment event pursuant to Section 2.10(b)(v), or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.10(b)(iii) (solely to the extent related to Excess Cash Flow generated by Foreign Subsidiaries), are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, (A) the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.10(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (and Holdings and the Borrower hereby agree to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such notice shall repatriated Net Cash Proceeds or Excess Cash Flow will be accompanied by promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a reasonably detailed calculation result thereof) to the repayment of the Term Loans pursuant to this Section 2.10(b) to the extent provided herein and (B) to the extent that Holdings and the Borrower have determined in good faith (and [[NYCORP:3664832v12::08/15/2017--08:07 PM]] after use of commercially reasonable efforts to mitigate any such material adverse tax cost consequences) that repatriation of any or all of the Net Cash Proceeds. Each prepayment Proceeds of Loans under this clause any Foreign Disposition, or Excess Cash Flow (b) shall be applied solely to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest extent related to Excess Cash Flow generated by Foreign Subsidiaries) would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the 364-Day Tranche Loans before being applied to prepay Net Cash Proceeds or Excess Cash Flow so affected may be retained by the 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, plusapplicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date on which any Eurodollar Loans that are prepaid on any day other than Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.10(b), (x) the last day of the Interest Period applicable Borrowers shall apply an amount equal to it, such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower shall pay any amounts due rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the Lenders as repayment of Indebtedness of a result thereof pursuant to Section 2.17Foreign Subsidiary.

Mandatory. So long as (i) The Borrower shall, on the commitments 15th day following each date on which the Borrower delivers the annual financial statements pursuant to Section 5.03(d) (commencing with January 2001), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (x) if the Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% of Excess Cash Flow for such Fiscal Year and (y) at all other times, 75% of Excess Cash Flow for such Fiscal Year. The Borrower shall also, on the sixth month anniversary of each Fiscal Year, prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to (x) if the Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% and (y) at all other times, 75% of any Capital Expenditures deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year and not actually made on or prior to such sixth month anniversary. Each such prepayment shall be applied ratably to each of the Term Facilities; provided, however, that 50% of the amount of such prepayment in respect of each a Term Facility shall be applied to the installments of such Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of such Term Facility in inverse order of maturity. Upon the payment in full of the Bridge Facilities have been terminated without the funding of any loans thereunder or Term Advances, there shall be no further mandatory prepayments pursuant to this Section 2.05(b)(i). (ii) The Borrower shall, on the loans and third Business Day following the date of receipt of the Net Cash Proceeds by any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) of Section 5.02(e)), subject to the proviso to the definition of Net Cash Proceeds arising from Proceeds, (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt Issuance(other than Debt incurred or issued pursuant to Section 5.02(b)), then (C) the Borrower shall sale or issuance after the Effective Date by any Loan Party or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest (other than the sale or issuance of (w) capital stock (other than Redeemable capital stock) of Holding to any Equity Investor, (x) any capital stock or rights or options to acquire capital stock in Holding to officers, employees or directors of Holding or any Subsidiary thereof, (y) common stock of Holding as contemplated by the Merger Agreement and (z) capital stock by any wholly-owned Subsidiary of any Loan Party to such Loan Party) and (D) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above (subject to the proviso to the definition of Extraordinary Receipt), prepay an aggregate principal amount of the Loans hereunder in an amount Advances comprising part of the same Borrowings equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. Each such prepayment shall be applied ratably to each of the Term Facilities; provided, however, that 50% of such amount of such prepayment in respect of a Term Facility shall be applied to the installments of such Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of such Term Facility in inverse order of maturity. Upon the payment in full of the Term Advances, there shall be no further mandatory prepayments pursuant to this Section 2.05(b)(ii). (iii) The Borrower shall promptly 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 equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and not later than five (5z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value of Eligible Collateral on such Business Days following receipt thereofDay. (iv) notify The Borrower shall, on each Business Day, 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 the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day. (v) Prepayments of the receipt by Revolving Credit Facility made pursuant to clause (iii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the Borrower same Borrowings until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. 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 Issuing Bank or any Subsidiarythe Revolving Credit Lenders, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans . (vi) All prepayments under this clause subsection (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest made together with respect to the 364-Day Tranche Loans before being applied to prepay the 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 of such prepayment on the 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 2.17principal amount prepaid.

Mandatory. So long as (ia) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days following after financial statements are required to be delivered pursuant to Section 6.01(1) and the receipt by related Compliance Certificate is required to be delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the Fiscal Year ending on December 31, 2026 for each Excess Cash Flow Period, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiarycause to be prepaid, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the an aggregate principal amount and any accrued but unpaid interest with respect of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the 364-Day Tranche Loans before being applied to prepay “ECF Percentage”) of Excess Cash Flow , if any, for such Excess Cash Flow Period covered by such financial statements (such payment, the aggregate principal amount and any accrued but unpaid interest with respect to “ECF Payment”) minus the 18-Month Tranche sum of the following: (i) all voluntary prepayments, repurchases or redemptions of Closing Date Term Loans, 2025 Incremental Term Loans and shall be accompanied other Term Loans that are secured, in whole or in part, by accrued interest the Collateral on a pari passu basis with the Closing Date Term Loans and fees on the amount prepaid to the date fixed for prepayment2025 Incremental Term Loans (in an amount, plusin each case, in the 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 prepayments pursuant to Section 2.17.2.05(1)(e) equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent, in each case, that such Loans have been cancelled) (including prepayments made after the end of the Fiscal Year covered by the relevant financial statements but prior to the making of such ECF Payment (such payments, the “After Year-End Payment”); (ii) [reserved]; (iii) [reserved]; and (iv) all voluntary prepayments, repurchases or redemptions of Indebtedness in respect of any revolving facility that is secured on a pari passu basis with the Closing Date Term Loans and the 2025 Incremental Term Loans (to the extent accompanied by a permanent reduction in the corresponding revolving commitments) (including to the extent prepaid pursuant to an After Year-End Payment); (v) without duplication of amounts deducted pursuant to clause (2)(f) of the definition of Excess Cash Flow with respect to the applicable, or any prior, Excess Cash Flow Periods (and without duplication of amounts deducted pursuant to this clause (v) in respect of prior Excess Cash Flow Periods), the amount of cash consideration paid by the Borrower and its Subsidiaries (on a consolidated basis) in connection with investments made during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such Excess Cash Flow Period (including Permitted Acquisitions, investments constituting Permitted Investments and Investments made pursuant to Section 7.05); and (vi) without duplication of amounts deducted pursuant to clause (2)(b) of the definition of Excess Cash Flow with respect to the applicable, or any prior, Excess Cash Flow Periods (and without duplication of amounts deducted pursuant to this clause (vi) in respect of prior Excess Cash Flow Periods), the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of Proprietary Rights (including research and development activities in connection with potential Proprietary Rights) accrued or made (unless previously deducted when accrued) in cash during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such Excess Cash Flow Period, in the case of each of the immediately preceding clauses (i) through (vi), made during such Fiscal Year (without duplication of any payments, 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 in connection with an After Year-End Payment, and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt or any Cure Amount; provided that (x) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any Excess Cash Flow Period shall only be required in the amount (if any) by which the ECF Payment Amount for such excessExcess Cash Flow Period exceeds $10,000,000 and (y) the ECF Percentage for any Fiscal Year shall be (i) 50%, if the Total Net Leverage Ratio as of the end of such Fiscal Year was greater than 4.00 to 1.00, (ii) reduced to 25% if the Total Net Leverage Ratio as of the end of such Fiscal Year was less than or equal to 4.00 to 1.00, but greater than 3.50 to 1.00 and (iii) and reduced to 0%, if the Total Net Leverage Ratio as of the end of such Fiscal Year was less than or equal to 3.50 to 1.00;

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the The Borrower shall prepay the Loans hereunder TIFIA Loan in whole or in part, without penalty or premium: (i) on each Semi-Annual Payment Date following the Substantial Completion Date, all amounts on deposit in the TIFIA Prepayment Account on such date after taking into account the payment described in Section 9(c)(ii) of interest due and payable on such date in respect of the TIFIA Bond (but not constituting TIFIA Mandatory Debt Service), all as set forth in Section 606(c)(iv) of the Tenth Supplemental Indenture; (ii) if, as of any date on which the Borrower calculates the Rate Coverage Test under the Indenture Documents (but in no event less frequently than annually), the Borrower shall have failed to be in compliance with the Rate Coverage Test for at least twelve (12) consecutive months (and would remain out of compliance as of such date with the Rate Coverage Test but for the prepayment required pursuant to this Section 10(a)(ii)), and after any payments or prepayments described in Section 9(b), Section 9(c) and Section 10(a)(i), an amount, payable from amounts then on deposit in the Airports Authority Account and, if necessary, the Set-Aside Account, that is sufficient to cause the Borrower to be in compliance with the Rate Coverage Test. If the mandatory prepayment described in this Section 10(a)(ii) is not sufficient to cause the Borrower to regain compliance with the Rate Coverage Test, the Borrower shall continue to make the mandatory prepayment described in this Section 10(a)(ii) on each date as of which the Borrower calculates the Rate Coverage Test thereafter until the Borrower is in compliance with the Rate Coverage Test. (iii) upon receipt of any Termination Compensation, including any Allocable Costs or Losses (each as defined in the Permit and Operating Agreement), an amount equal to 100% the proceeds thereof less the amount of such proceeds used to pay Senior Obligations pursuant to the Indenture; provided, however, that if the Termination Compensation is payable after the occurrence of a Bankruptcy Related Event described in Section 20(a)(ix)(A), such proceeds shall be applied pro rata to prepay Senior Obligations and the TIFIA Loan; (iv) following the application of Loss Proceeds to repair or restore the Dulles Toll Road following an Event of Loss, any Net Cash Proceeds not Loss Proceeds; and (v) following the determination thereof, which determination shall be made no later than five the first (51st) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent anniversary of the receipt Substantial Completion Date, an amount equal to the product of (A) twenty-two and four hundred seventy-three thousandths percent (22.473%) multiplied by (B) an amount equal to the Borrower or any Subsidiarypositive difference, as applicableif any, between (1) projected Eligible Project Costs included in the Base Case Projections less (2) the total amount of such Net Cash Proceeds and such notice actual invoiced Eligible Project Costs. Each prepayment pursuant to this Section 10(a) shall be accompanied by a reasonably detailed certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the Net Cash Proceedsamount of such prepayment, distinct from any other amounts paid on such date. Each prepayment An illustrative schedule of Loans prepayments under this clause (bSection 10(a)(i), based on the Base Case Financial Model, is set forth in Exhibit B-2; provided, that Exhibit B-2 is intended for informational purposes only and does not necessarily reflect the actual amounts to be prepaid under Section 10(a), which actual amounts will be determined in accordance with Section 9(c)(ii) shall be applied to the prepayment in full and with Section 606(c)(iv) of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17Tenth Supplemental Indenture.

Mandatory. So long as (i) The Borrower shall, on the commitments 15th day following each date on which the Borrower delivers the annual financial statements pursuant to Section 5.03(d) (commencing with January 2001), prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to (x) if the Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% of Excess Cash Flow for such Fiscal Year and (y) at all other times, 75% of Excess Cash Flow for such Fiscal Year. The Borrower shall also, on the sixth month anniversary of each Fiscal Year, prepay an aggregate principal amount of Advances comprising part of the same Borrowings in an amount equal to (x) if the Debt to EBITDA Ratio for the related Fiscal Year is less than 3:1, 50% and (y) at all other times, 75% of any Capital Expenditures deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year and not actually made on or prior to such sixth month anniversary. Each such prepayment shall be applied ratably to each of the Term Facilities; provided, however, that 50% of the amount of such prepayment in respect of each a Term Facility shall be applied to the installments of such Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of such Term Facility in inverse order of maturity. Upon the payment in full of the Bridge Facilities have been terminated without the funding of any loans thereunder or Term Advances, there shall be no further mandatory prepayments pursuant to this Section 2.05(b)(i). (ii) The Borrower shall, on the loans and third Business Day following the date of receipt of the Net Cash Proceeds by any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) of Section 5.02(e)), subject to the proviso to the definition of Net Cash Proceeds arising from Proceeds, (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt Issuance(other than Debt incurred or issued pursuant to Section 5.02(b)), then (C) the Borrower shall sale or issuance after the Effective Date by any Loan Party or any of its Subsidiaries of any capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights or options to acquire capital stock or other ownership or profit interest (other than the sale or issuance of (w) capital stock (other than Redeemable capital stock) of Holding to any Equity Investor, (x) any capital stock or rights or options to acquire capital stock in Holding to officers, employees or directors of Holding or any Subsidiary thereof, (y) common stock of Holding as contemplated by the Merger Agreement and (z) capital stock by any wholly-owned Subsidiary of any Loan Party to such Loan Party) and (D) any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above (subject to the proviso to the definition of Extraordinary Receipt), prepay an aggregate principal amount of the Loans hereunder in an amount Advances comprising part of the same Borrowings equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Borrower Each such prepayment shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent be applied ratably to each of the receipt by the Borrower or any SubsidiaryTerm Facilities; provided, as applicablehowever, that 50% of such Net Cash Proceeds and amount of such notice shall be accompanied by prepayment in respect of a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) Term Facility shall be applied to the prepayment installments of such Term Facility in direct order of maturity and the remaining 50% shall be applied to the installments of such Term Facility in inverse order of maturity. Upon the payment in full of the Term Advances, there shall be no further mandatory prepayments pursuant to this Section 2.05(b)(ii). (iii) 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 equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances and any accrued but unpaid interest with respect (z) the Swing Line Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the lesser of the Revolving Credit Facility and the Loan Value of Eligible Collateral on such Business Day. (iv) The Borrower shall, on each Business Day, pay to the 364-Day Tranche Loans before being applied Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to prepay cause the aggregate principal amount and any accrued but unpaid interest with respect on deposit in the L/C Cash Collateral Account to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on equal the amount prepaid to by which the date fixed for prepayment, plus, in aggregate Available Amount of all Letters of Credit then outstanding exceeds the case Letter of any Eurodollar Loans that are prepaid Credit Facility 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 2.17such Business Day.

Mandatory. So long as (i) Within five (5) Business Days after financial statements are required to have been delivered pursuant to Section 6.01(a) (commencing with the commitments fiscal year ending December 31, 2020) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(a), the Borrower shall cause to be offered to be prepaid in respect accordance with clause (vii) below, an aggregate principal amount of each Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) all voluntary prepayments of Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due and, in the case of the Bridge Facilities have been terminated without fiscal year ending December 31, 2020, all voluntary prepayments of Term Loans made during the funding of fiscal year ending December 31, 2019, (x) to the extent such prepayments are funded with internally generated cash and (y) excluding any loans thereunder or such voluntary prepayments made during such fiscal year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in the prior fiscal year. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If (x) the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property pursuant to Section 7.05(d) or (h), or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay cause to be offered to be prepaid in accordance with clause (vii) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds 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) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further that (A) the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not later than 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 (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If Holdings, the Borrower or any Restricted Subsidiary (A) incurs Indebtedness that is intended to constitute Credit Agreement Refinancing Indebtedness or (B) incurs any Indebtedness after the Closing Date that is not otherwise permitted under Section 7.03, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom, together with the applicable Prepayment Premium, on or prior to the date which is five (5) Business Days following after the receipt by Holdings, the Borrower or such Restricted Subsidiary of such Net Cash Proceeds. . (iv) Except with respect to Loans incurred in connection with any Refinancing Amendment or Term Loan Extension Request, (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 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; (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (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 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. (v) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii) or (iii) of this Section 2.05(b) (in each case, specifying the receipt by clause of this Section 2.05(b) under which such prepayment is required) at least four (4) Business Days prior to the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The Administrative Agent will promptly notify each Appropriate Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as (i) Commencing with the commitments in respect of each of the Bridge Facilities fiscal year ending December 31, 2007, within five Business Days after financial statements have been terminated without delivered pursuant to Section 6.06(b) and the funding related Compliance Certificate has been delivered pursuant to Section 6.06(c), U.S. Borrower shall prepay an aggregate principal amount of any loans thereunder or Term A Loans equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements. (ii) the loans and If any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Subsidiaries receives (other than any Foreign Subsidiary) disposes of any property with the consent of Required Lenders (other than any Disposition of any property permitted by Section 7.06), which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the U.S. Borrower shall prepay the an aggregate principal amount of Term A Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (vi) Business Days following below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.06(b)(ii), at the receipt election of U.S. Borrower (as notified by U.S. Borrower to U.S. Agent on or prior to the Borrower date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower may reinvest all or any Subsidiary, as applicable, portion of such Net Cash Proceeds in productive assets as provided in Section 7.06; and such notice provided further, however, that any Net Cash Proceeds not so reinvested within the time period specified in Section 7.06 shall be accompanied immediately applied to the prepayment of the Term A Loans as set forth in this Section 2.06(b)(ii). (iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party and other than the issuance of Equity Interest by U.S. Borrower as a reasonably detailed calculation result of the exercise of stock options where the Net Cash Proceeds. Proceeds received by U.S. Borrower during the term of this Agreement do not exceed $6,000,000), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi). (v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.06(b), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of U.S. Borrower (as notified by U.S. Borrower to the U.S. Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards (or payments in lieu thereof)), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply such Net Cash Proceeds within 180 days after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of Term A Loans as set forth in this Section 2.06(b)(v). (vi) Each prepayment of Loans under pursuant to the foregoing provisions of this clause (bSection 2.06(b) shall be applied to the prepayment Term A Facility and to the principal repayment installments thereof on a pro-rata basis until the Term A Facility has been paid in full. Upon payment in full of the Term A Facility, no further mandatory prepayments shall be required under clauses (i), (ii), (iii), (iv) or (v) of this Section 2.06(b). (vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.06(b), so long as no 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 (ii), (iii), (iv) or (v) of this Section 2.06(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $1,000,000, U.S. 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 (ii), (iii), (iv) or (v) of this Section 2.06(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period U.S. Borrower may apply all or any part of such aggregate amount to prepay U.S. 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 2.06(b). Upon the occurrence of a Default during any such deferral period, U.S. Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by U.S. Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.06(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied. (viii) Notwithstanding the provisions of clauses (ii) and (v) of this Section 2.06(b) to the contrary, so long as the Collateral Agency and Intercreditor Agreement is in effect, any Net Cash Proceeds of a Disposition referred to in clause (ii) or an Extraordinary Receipt referred to in clause (v) shall, to the extent provided in the Collateral Agency and Intercreditor Agreement, be distributed as provided therein and not as provided for in this Section 2.06(b); provided, however, if any portion of an “Offered Repayment” (as such term is defined in the Collateral Agreement and Intercreditor Agreement) relating to a Disposition referred to in clause (ii) or an Extraordinary Receipt referred to in clause (v) is paid to a Loan Party as a result of the rejection of all or a portion of an Offered Repayment by any Other Senior Creditor, U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to the amount of the Offered Repayment so paid to the applicable Loan Party. Notwithstanding the provisions of clauses (i), (ii), (iii), (iv) and (v) of this Section 2.06(b) to the contrary, if and to the extent that following the occurrence and during the continuance of an “Event of Default” (as defined in the Note Agreement) any accrued but unpaid interest Loan Party makes a prepayment of Noteholder Indebtedness pursuant to the Note Agreement as in effect on the Closing Date from any of (i) Excess Cash Flow which is otherwise subject to the prepayment obligations under clause (i) of this Section 2.06(b), (ii) the Net Cash Proceeds received from a Disposition, which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (ii) of this Section 2.06(b), (iii) the Net Cash Proceeds received from the issuance or sale of Equity Interests which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (iii) of this Section 2.06(b), (iv) the Net Cash Proceeds received from the incurrence or issuance of any Indebtedness which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (iv) of this Section 2.06(b), or (v) the Net Cash Proceeds received upon any Extraordinary Receipt which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (v) of this Section 2.06(b), then in such event the amounts of the mandatory prepayments required under clauses (i), (ii), (iii), (iv) and (v) of this Section 2.06(b) with respect to any such circumstances shall be reduced (but not below the 364-Day Tranche Loans before being applied Credit Agreement Debt Pro Rata Share, as defined below, of such mandatory prepayment amount otherwise required by this Section 2.06(b)) by the amount of the applicable prepayment of Noteholder Indebtedness. For purposes of this Section 2.06(b)(viii), the term “Credit Agreement Debt Pro Rata Share” shall mean, as of any date of determination thereof, a percentage equal to prepay the aggregate ratio of the outstanding principal amount and any accrued but unpaid interest with respect of the Term A Loans to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on sum of (x) the outstanding principal amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itTerm A Loans, plus (y) the Borrower shall pay any amounts due to outstanding principal amount of the Lenders as a result thereof pursuant to Section 2.17Noteholder Indebtedness.

Mandatory. So long as (i) If at any time the commitments in respect of each sum of the Bridge Facilities have been terminated without unpaid principal balance of the funding Revolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in excess of any loans thereunder or (ii) the loans Revolving Credit Availability as determined and any accrued interestcomputed, fees and other obligations under the Bridge Facilities have been paid in full, as contained in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuancemost recent Borrowing Base Certificate delivered in accordance with Section 8.5(d) hereof, then the Borrower shall prepay the Loans hereunder promptly, and in an amount equal to 100% of such Net Cash Proceeds not no event later than five 11:00 a.m. (5Chicago time) on the date that is two (2) Business Days following such delivery, and without notice or demand pay the receipt by amount of the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify excess to the Administrative Agent for the account of the receipt Lenders as a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (ii) Unless the Borrower or any Subsidiaryotherwise directs, as applicable, prepayments of such Net Cash Proceeds and such notice Loans under this Section 1.8(b) shall be accompanied by a reasonably detailed calculation applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the Net Cash Proceedsorder in which their Interest Periods expire. Each prepayment of Loans under this clause (bSection 1.8(b) shall be applied to made by the prepayment in full payment of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, plusand, in the case of any Eurodollar Loans that are prepaid on Loans, accrued interest thereon to the date of prepayment together with any day other than amounts due the last day Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made in accordance with Section 9.4 hereof. (iii) If at any time a Change in Control shall occur caused by the termination set forth in clause (c) of the Interest Period applicable definition of “Change of Control” and the Borrower’s failure to itcure such Change in Control by appointing a replacement chief executive officer reasonably acceptable to the Administrative Agent within four (4) months, the Borrower shall pay any amounts within forty-five (45) days prepay the full amount of the outstanding principal and interest of the Loans, prepay all fees due to under this Agreement and cash collateralize all outstanding L/C Obligations in the Lenders as a result thereof pursuant to manner set forth in Section 2.179.4 hereof.

Mandatory. So long as (i) If, at any time (including, but not limited to, such times as Borrower delivers a Borrowing Base Certificate to the commitments Agent in respect accordance with the requirements hereof) the aggregate outstanding principal balance of each Loans (excluding the Permitted Overadvance as then in effect) exceeds the Borrowing Base then in effect, Borrower shall make a prepayment of the Bridge Facilities Loans in an aggregate amount at least equal to such excess. Notwithstanding the foregoing, in lieu of making a cash prepayment to reduce such excess, Search may cause additional Eligible Car Loans to be transferred to Borrower for inclusion in the Borrowing Base to at least the extent required to eliminate such excess. Any such transfers made to Borrower by Search pursuant to this Section 2.5(b) or Section 2.6(b) hereof shall be at no cost to Borrower other than that recorded as an intercompany loan by Search to Borrower which shall be unsecured and shall not be payable by Borrower until the Obligations shall have been terminated without finally paid in full and the funding of any loans thereunder or Commitments terminated. (ii) the loans and If, at any accrued interesttime, fees and other obligations under the Bridge Facilities have been paid in fullBorrower (A) consummates any restructuring of, in the event that the Borrower or similar transaction with respect to, any of its Subsidiaries the Existing Securitizations, or (B) receives any Net Cash Proceeds arising from any Debt Issuancefederal income tax refund to the extent related to the operations of MSF prior to the Closing Date, then the Borrower shall prepay make a prepayment of the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five the cash proceeds (5) Business Days following the receipt by the net of customary transaction costs and expenses payable to non-Affiliates of Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than transactions described in clause (A) above) received by Borrower in connection with such transaction or refund, in each case together with accrued interest thereon to the last day date of the Interest Period applicable to it, the Borrower prepayment as provided in Section 2.9 hereof. Any such prepayment shall pay any amounts be applied as set forth in Section 2.6 hereof. The mandatory prepayment requirements arising due to the Lenders occurrence of any of the transactions referred to in clause (A) above shall not be construed as or be deemed to constitute a result thereof consent by the Banks to any such transaction. (iii) Borrower shall make or cause to be made prepayments of the Loans on a daily basis, on each Business Day, in an amount equal to 100% of all collections in respect of owned Portfolio Loans from any source or of any nature (including without limitation proceeds received from the sale of vehicles securing Repossession Loans) received as of the close of business on the immediately preceding Business Day. Such prepayments shall be made pursuant to the cash management and payment provisions described in Section 2.173.2 and the Lockbox Agreement. Each such prepayment shall be applied as set forth in Section 2.6 hereof. (iv) If, at any time, Borrower sells, discounts or otherwise disposes of any Car Loans or other Collateral, Borrower shall make a prepayment of the Loans in an amount equal to 100% of the cash proceeds received by Borrower in connection with such transaction, together with accrued interest thereon to the date of prepayment as provided in Section 2.9 hereof. Any such prepayment shall be applied as set forth in Section 2.6 hereof. The foregoing mandatory prepayment requirement shall not be construed as or be deemed to constitute a consent by the Banks to any such transaction.

Mandatory. So long as Mandatory partial principal payments (together with the Prepayment Premium then due in respect of such payment, if any, to the extent such prepayment is applied to the Class of Term Loans made on the Second Amendment Effective Date) shall be due from time to time if, (i) due to an increase in the commitments in respect aggregate amount of each Unsecured Indebtedness of the Bridge Facilities have been terminated without Consolidated Group or any reduction in the funding Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of any loans thereunder the Consolidated Group shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the loans and effect of any accrued interestother provision of this Agreement requiring such a principal payment, fees and other obligations under any of the Bridge Facilities have been paid categories of the Obligations described in full, clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the event that applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (iX) in the case of any of its Subsidiaries receives any Net Cash Proceeds such reduction arising from any Debt Issuanceresults reported in athe quarterly financial statementstatements of Parent and related Compliance Certificate, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five ten (510) Business Days following the receipt by the Borrower or such Subsidiary after delivery of such Net Cash Proceeds. The Borrower shall promptly quarterly financial statementstatements and Compliance Certificate under Section 6.1 evidencing such reduction or (and not later than five iiY) in all other cases, ten (510) Business Days following after Borrower’s receipt thereof) notify of written notice from the Administrative Agent of the receipt by the Borrower or existence of any Subsidiary, as applicable, condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest determination).; provided, however, that with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate a mandatory partial principal amount and any accrued but unpaid interest with payment required in 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day clause (i) of the Interest Period applicable to itforegoing sentence, the Borrower shall pay any amounts due may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Lenders as a result thereof pursuant Consolidated Group in the amount needed to Section 2.17restore Borrower to compliance with such covenants, in each case, within such applicable ten (10) Business Day period.

Mandatory. So long as (i) The aggregate Three-Year Commitments shall be automatically and permanently terminated upon the commitments in respect earlier to occur of each of the Bridge Facilities have been terminated without (A) the funding of any loans thereunder or the Three-Year Term Loans on the Closing Date and (B) the Outside Date. The aggregate Five-Year Commitments shall be automatically and permanently terminated upon the earlier to occur of (A) the funding of the Five-Year Term Loans on the Closing Date and (B) the Outside Date. (ii) the loans [Reserved]. (iii) [Reserved]. (iv) The Aggregate Commitments also shall be automatically and any accrued interestpermanently reduced, fees and other obligations under the Bridge Facilities have been paid in fulldollar-for-dollar, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in by an amount equal to 100% of such Net Cash Proceeds not later any reduction to the purchase price in respect of the Closing Date Acquisition on or prior to the Closing Date (other than five any decrease in the purchase price in respect of the Closing Date Acquisition pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement (5as in effect on July 24, 2022)) Business Days following immediately upon the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. effectiveness thereof. (v) The Borrower shall Company will promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing upon the occurrence of any event described in the foregoing clauses (ii), (iii) or (iv) of this Section 2.06(b) giving rise to a reduction in the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any reduction of the receipt by the Borrower Aggregate Commitments under clauses (ii), (iii) or any Subsidiary, as applicable, (iv) of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation this Section 2.06(b). Each reduction of the Net Cash Proceeds. Each prepayment Aggregate Commitments pursuant to the foregoing provisions of Loans under this clause (bSection 2.06(b) shall be applied to the prepayment in full Three-Year Term Loan Facility and the Five-Year Term Loan Facility, as directed by the Company. Any reduction of the aggregate principal amount and Commitments in respect of any accrued but unpaid interest with respect Facility pursuant to this Section 2.06(b) shall be applied to the 364-Day Tranche Loans before being applied Commitment of each Lender in respect of such Facility according to prepay the aggregate principal amount and any accrued but unpaid interest with its Applicable Percentage in 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 the 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 2.17such Facility.

Mandatory. So long as (i) the commitments Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing in respect of each the financial statements required to have been delivered pursuant to Section 6.01(a) for the Fiscal Year ending December 31, 2027) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements minus, without duplication of any amount deducted from Consolidated Net Income in calculating Excess Cash Flow for such period, (B) at the election of the Bridge Facilities have been terminated Borrower, the sum of (I) all voluntary prepayments, repurchases or redemptions (including pursuant to Section 2.05(a)(v), or the corresponding provision of the governing documents of other applicable Indebtedness, and in connection with the replacement of a Non- Consenting Lender pursuant to Section 3.07(a)(iii), or the corresponding provision of the governing documents of other applicable Indebtedness) of (1) Term Loans and Incremental Equivalent Debt secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Initial Term Loans (without regard to control of remedies) (and, for the funding avoidance of any loans thereunder doubt, such reduction in respect of prepayments made at a discount or premium to par shall be limited to the amount actually paid in cash in respect of such prepayment); and (ii2) Revolving Credit Loans, Extended Revolving Credit Loans and Incremental Revolving Loans, in each case, (x) to the extent secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Initial Revolving Credit Facility (without regard to control of remedies) and (y) to the extent accompanied by a permanent reduction in the corresponding Revolving Credit Facility; and (II) all cash used (or to be used, including Contract Consideration) for (1) Investments and acquisitions (including earn-out payments and deferred purchase price payments, but excluding intercompany Investments amongst the Borrower and its Restricted Subsidiaries and Investments in cash and Cash Equivalents), (2) the loans and any accrued interest, fees and amount of Restricted Payments made in respect of the common Equity Interests or other obligations under the Bridge Facilities have been paid in full, in the event that Qualified Equity Interests of the Borrower or any direct or indirect parent thereof (excluding Restricted Payments made pursuant to Sections 7.06(g) and Section 7.06(l)(A) (in reliance on clause (a)(ii) of its Subsidiaries receives the Cumulative Credit)) and (3) Capital Expenditures (including, without limitation capitalized software expenditures), in each case under this clause (B), made during such Fiscal Year or, at the election of the Borrower, after year-end and prior to when such Excess Cash Flow payment is due, to the extent such payments are funded with Internally Generated Cash; provided that, to the extent any deduction is made pursuant to the foregoing clause (B) after year-end and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year; provided, further, that the Consolidated First Lien Net Leverage Ratio in the definition of “Applicable ECF Percentage” shall be recalculated to give pro forma effect to any amount referred to in clause (B) above that is paid or otherwise realized or accounted for after the end of the applicable Fiscal Year but prior to the making of the Excess Cash Proceeds arising Flow payment required for such Fiscal Year; provided, further, to the extent any deduction is made pursuant to the foregoing clause (B) with respect to amounts planned, budgeted or committed to be paid and such amounts are not so paid within the following twelve (12) months, such amounts shall be added to Excess Cash Flow for the immediately subsequent Fiscal Year. Prepayment of any Term Loans shall only be required under this Section 2.05(b)(i) with respect to the amount (if any) of Excess Cash Flow for such period in excess of the greater of $9,500,000 and 15% of TTM EBITDA. If at the time that any prepayment from Excess Cash Flow would be required pursuant to this Section 2.05(b)(i), the Borrower is required to offer to prepay or repurchase Permitted First Priority Refinancing Debt, Incremental Equivalent Debt, or Indebtedness incurred pursuant to Section 7.03(g) or Section 7.03(v) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (without regard to control of remedies), or any Permitted Refinancing of any such Indebtedness, in each case with Excess Cash Flow or a comparable measure pursuant to the terms of the documentation governing such Indebtedness (such Permitted First Priority Refinancing Debt, Incremental Equivalent Debt Issuanceor Indebtedness incurred pursuant to Section 7.03(g) or Section 7.03(v) that, in each case, is secured by a Lien on the Collateral on a pari passu basis with the Obligations (or the Permitted Refinancing of any such Indebtedness, in each case, without regard to control of remedies) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis (determined on the) basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Excess Cash Flow payment allocated to the Other Applicable Indebtedness shall prepay not exceed the amount of such Excess Cash Flow payment required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Excess Cash Flow payment shall be allocated to the Term Loans hereunder in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly. (ii) If (1) the Borrower or any Restricted Subsidiary of the Borrower Disposes of any assets in reliance on Section 7.05(j), or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or a Restricted Subsidiary of Net Proceeds, subject to Section 2.05(b)(vi), 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 by the Borrower or any Restricted Subsidiary of such Net Proceeds, an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds. If at the time that any such prepayment would be required, the Borrower is required to offer to prepay or repurchase Other Applicable Indebtedness, then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not later than exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days following 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 that (A) is not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the applicable Class of Term Loans) in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is three Business Days after the receipt by the Borrower or such Restricted Subsidiary of such Net Cash Proceeds. The Proceeds (excluding the Net Proceeds of any Indebtedness permitted to be incurred hereunder, but including Permitted First Priority Refinancing Debt, Permitted Unsecured Refinancing Debt and Permitted Junior Priority Refinancing Debt). (iv) If for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify prepay Revolving Credit Loans, Swing Line loans and/or Cash Collateralize the Administrative Agent of the receipt by L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower or any Subsidiary, as applicable, of such Net shall not be required to Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of Collateralize the Net Cash Proceeds. Each prepayment of Loans under L/C Obligations pursuant to this clause (bSection 2.05(b)(iv) shall be applied to unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate principal Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. (v) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to any Foreign Subsidiary (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but only so long, as the applicable local law or applicable material constituent documents would not permit repatriation to the United States and (ii) to the extent that the Borrower, in consultation with the Lender Representative, has determined in good faith that repatriation of any accrued Foreign Subsidiary Excess Cash Flow would have material adverse tax consequences or regulatory or cost consequences, in each case, to the Borrower or any of its Subsidiaries (taking into account any foreign tax credit or benefit that will (1) the Borrower and its Restricted Subsidiaries shall be entitled to reduce Excess Cash Flow owed pursuant to Section 2.05(b)(i) in respect of any Excess Cash Flow Period by the aggregate amount of Excess Cash Flow attributable to any Foreign Subsidiary subject to the limitations and restrictions described above in this Section 2.05(b)(v) for such Excess Cash Flow Period. For the avoidance of doubt, nothing in this Section 2.05(b)(v) shall require the Borrower to cause any amounts to be repatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder) and (C) the amount of any Foreign Subsidiary Excess Cash Flow not repatriated pursuant to this clause (v) shall not be included in, or increase, the Cumulative Credit. (vi) Notwithstanding any other provisions of this Section 2.05, (i) to the extent that the repatriation to the United States of any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”) or the Net Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Casualty Event”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable material constituent documents, an amount equal to the Net Proceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 so long, but unpaid interest only so long, as the applicable local law or applicable material constituent documents would not permit repatriation to the United States and (ii) to the extent that the Borrower, in consultation with the Lender Representative, has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or Foreign Casualty Event would have material adverse tax consequences to the Borrower or any of its Subsidiaries with respect to such Net Proceeds (taking into account any foreign tax credit or benefit that will be actually realized in connection with such repatriation in the 364-Day Tranche Loans before being applied taxable year of the repatriation) as determined by the Borrower in good faith in consultation with the Lender Representative, an amount equal to prepay the aggregate principal amount and any accrued but unpaid interest with respect such Net Proceeds that would be so affected will not be subject 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, plusrepayment under this Section 2.05; provided that, in the case of any Eurodollar Loans that are prepaid on any day other than each of clauses (i) and (ii), nonpayment prior to the last day time such amounts must be repatriated shall not constitute a Default or Event of Default (and such amounts shall be available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of the Interest Period applicable Borrower and its Restricted Subsidiaries, in each case, subject to itthe prepayment provisions in this Section 2.05(b)(vi)). For the avoidance of doubt, nothing in this Section 2.05(b)(vi) shall require the Borrower shall pay to cause any amounts due to be repatriated to the Lenders as a result thereof pursuant to Section 2.17United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments hereunder).

Mandatory. So long as (i) If any Asset Disposition or Casualty Event (or series of related Asset Dispositions or Casualty Events) (other than, in each case, any Excluded Casualty Event) results in the commitments receipt by any Restricted Group Member of aggregate Net Cash Proceeds in respect of each excess of the Bridge Facilities have been terminated without greater of $45,000,000 and 15.0% of LTM EBITDA (“Relevant Transaction”), then, except to the funding extent the Borrower elects to reinvest an amount equal to all or a portion of any loans thereunder or such Net Cash Proceeds in accordance with Section 7.04, the Borrower shall prepay, subject to Section 2.05(b)(vii), an aggregate principal amount of Term Loans in an amount equal to 100.0% (iias may be adjusted pursuant to the second proviso below) of the loans and any accrued interest, fees and other obligations under Net Cash Proceeds received from such Relevant Transaction within the Bridge Facilities have been paid time period specified in full, in the event Section 7.04; provided that the Borrower or any Restricted Subsidiary may use a portion of its Subsidiaries receives the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Initial Term Loans to the extent the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of: (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Section 1.08) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with Article I); provided, further, that such prepayment percentage shall be reduced from 100.0% to 50.0% and to 0.0% if, on a pro forma basis after giving effect to such Asset Disposition or Casualty Event, as applicable, and the use of proceeds therefrom, the Consolidated First Lien Net Leverage Ratio would be equal to or less than 2.00 to 1.00 or 1.50 to 1.00, respectively (any Net Cash Proceeds arising from in respect of any Debt Issuancesuch Asset Disposition or Casualty Event not required to be applied in accordance with this Section 2.05(b) as a result of the application of this proviso shall collectively constitute “Retained Asset Excess Proceeds”, then which Retained Asset Excess Proceeds may be used for any purpose permitted hereunder); provided, further, that only the amount of Net Cash Proceeds in excess of the greater of $45,000,000 and 15.0% of LTM EBITDA for any Asset Disposition or Casualty Event (or series of related Asset Dispositions or Casualty Events) shall be subject to prepayment pursuant to this Section 2.05(b)(i) and, in such case, the required prepayment shall be only the amount in excess thereof. (ii) Upon the incurrence or issuance by any Restricted Group Member of any Credit Agreement Refinancing Debt, any Specified Refinancing Term Loans, in each case, incurred to refinance a Term Loan Tranche, or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.01, the Borrower shall prepay the Loans hereunder an aggregate principal amount of Term Loan Tranches in an amount equal to 100100.0% of such all Net Cash Proceeds not later than five received therefrom immediately upon receipt thereof by such Restricted Group Member. (5iii) Business Days following Upon the receipt incurrence by any Restricted Group Member of any Specified Refinancing Debt constituting revolving credit facilities incurred to refinance Revolving Credit Loans, the Borrower or such Subsidiary shall prepay an aggregate principal amount of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent Revolving Credit Loans in an amount equal to 100.0% of the receipt by the Borrower or any Subsidiary, as applicable, of such all Net Cash Proceeds and received therefrom immediately upon receipt thereof by such notice shall be accompanied by a reasonably detailed calculation Restricted Group Member. (iv) If for any reason the sum of the Net Cash Proceeds. Each prepayment Total Revolving Credit Outstandings of a Revolving Tranche at any time exceeds the sum of the applicable Revolving Tranche in respect thereof (including after giving effect to any reduction in the Revolving Credit Commitments of such Revolving Tranche pursuant to Section 2.06), the Borrower shall immediately prepay the Loans under the applicable Revolving Tranche and/or Cash Collateralize the L/C Obligations related thereto 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 clause (bSection 2.05(b)(iv) shall be applied to unless after the prepayment in full of the Loans under the applicable Revolving Tranche the sum of the Total Revolving Credit Outstandings of such applicable Revolving Tranche exceed the aggregate principal Revolving Credit Commitments for such applicable Revolving Tranche then in effect. (v) Subject to Section 2.17, the aggregate amount of any prepayment of Term Loans that is required pursuant to this Section 2.05(b) shall be made to each Term Loan Tranche on a pro rata basis (or, if agreed to in writing by the Majority Lenders of a Term Loan Tranche (including pursuant to any amendment to the Credit Agreement pursuant to which such Term Loan Tranche was established), in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches) (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as applicable, with the proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Credit Agreement Refinancing Debt issued to the extent permitted under Section 7.01(b)(1), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Term Loan Tranche on a pro rata basis that is accrued and any accrued but unpaid interest payable at such time and thereafter to the remaining scheduled installments with respect to the 364-Day such Term Loan Tranche in direct order of maturity. Each prepayment of Term Loans before being under a particular Tranche of a Facility pursuant to this Section 2.05(b) be applied to prepay the aggregate principal amount remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if Borrower has not made such designation, in direct order of maturity), but, in any event, on a pro rata basis to the Lenders within such Term Loan Tranche and any accrued but unpaid interest be applied on a pro rata basis to the then outstanding ABR Loans and SOFR Loans under such Tranche; provided that, if there are no Declining Lenders with respect to such prepayment, then the 18-Month Tranche Loans and amount thereof shall be accompanied by accrued interest and fees on applied first to ABR Loans under such Tranche to the full extent thereof before application to SOFR Loans, in each case in a manner that minimizes the amount prepaid payable by the Borrower in respect of such prepayment pursuant to the date fixed for prepayment, plusSection 3.06. (vi) All prepayments under this Section 2.05 shall be made together with, in the case of any Eurodollar Loans that are prepaid such prepayment of a SOFR Loan on any day a date other than the last day of an Interest Period therefor, any amounts owing in respect of such SOFR Loan pursuant to Section 3.06. Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of SOFR Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period applicable to ittherefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral account until the last day of such Interest Period, at which time the Administrative Agent shall pay be authorized (without any amounts due further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the Lenders prepayment of such Loans in accordance with this Section 2.05(b) (it being agreed, for clarity, that interest shall continue to accrue on the Loans so prepaid until the amount so deposited is actually applied to prepay such Loans). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). (vii) Notwithstanding any other provisions of this Section 2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Disposition by a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Non-U.S. Subsidiary (or a U.S. Subsidiary of a Non-U.S. Subsidiary) (a “Foreign Casualty Event”), in each case, giving rise to a prepayment event pursuant to Section 2.05(b)(i), are or is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, (i) financial assistance and corporate benefit restrictions and (ii) fiduciary and statutory duties of any director or officer of such Subsidiaries), restricted by applicable organizational documents or any agreement or is subject to other onerous organizational or administrative impediments, in each case, from being repatriated or otherwise paid to the Borrower or so prepaid or such repatriation, other payment or prepayment would present a material risk of liability for the applicable Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05. Notwithstanding any other provisions of this Section 2.05, to the extent that the Borrower has determined in good faith that repatriation or other payment of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event, in each case, giving rise to a prepayment event pursuant to Section 2.05(b)(i), could reasonably be expected to result in adverse Tax consequences (which for the avoidance of doubt, includes, but is not limited to, any prepayment out of such Net Cash Proceeds whereby doing so the Borrower, any of its Subsidiaries, any direct or indirect parent of the Borrower or any of their respective affiliates and/or equity owners would incur a Tax liability, including as a result thereof pursuant of a taxable dividend or a withholding Tax) or is prohibited or restricted by applicable law, rule or regulation, an amount equal to the Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.172.05. (viii) No Restricted Group Member shall be required to monitor any Payment Block and/or reserve cash for future repatriation after the Borrower has notified the Administrative Agent of the existence of such Payment Block.

Mandatory. So long as (i) The Borrower shall, on the commitments in respect date of each receipt by it of Net Proceeds from the issuance by the Borrower of the Bridge Facilities have been terminated without Refinancing Securities, prepay an aggregate principal amount of the funding outstanding Advances equal to the lesser of any loans thereunder or (A) the aggregate outstanding principal amount of the Advances (plus all amounts payable pursuant to clause (iii) of this Section 2.05(b) and all fees, expenses, costs, indemnification payments and all other amounts payable hereunder) and (B) the aggregate amount of such Net Proceeds. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in In the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceMaturity Date shall be extended pursuant to Section 3.03, then the Borrower shall shall, on the final Business Day of September, 2000, prepay an aggregate principal amount of the Loans hereunder in an amount outstanding Advances equal to 100% the lesser of such Net (A) the aggregate outstanding principal amount of the Advances (plus all amounts payable pursuant to clause (iii) of this Section 2.05(b) and all fees, expenses, costs, indemnification payments and all other amounts payable hereunder) and (B) the aggregate amount of Available Cash Proceeds not later than five (5) Business Days following the receipt by of the Borrower or for the period from the Initial Maturity Date through such Subsidiary final Business Day of such Net Cash Proceeds. The Borrower shall promptly September, 2000. (and not later than five (5iii) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans All prepayments under this clause (bSection 2.05(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest made together with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by (A) all accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in of such prepayment on the case principal amount prepaid and (B) if any prepayment of any a Eurodollar Loans that are prepaid Rate Advance is made on any day a date other than the last day of the an Interest Period applicable to itfor such Advance, the Borrower shall pay any amounts due to the Lenders as a result thereof owing pursuant to Section 2.179.04(c). (iv) All prepayments under this Section 2.05(b) shall be applied first to pay fees, expenses, costs, indemnification payments and all other amounts (other than principal and interest) payable hereunder, second to pay interest and third to prepay the outstanding principal of the Advances.

Mandatory. So long as (i) If the commitments in respect of each Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Bridge Facilities have been terminated without Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the funding 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 loans thereunder or (ii) time and from time to time after the loans and any accrued interestinitial deposit of such Cash Collateral, fees and other obligations under request that additional Cash Collateral be provided in order to protect against the Bridge Facilities have been paid in full, in results of exchange rate fluctuations. If the event that the Borrower Company or any of its Subsidiaries receives Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (b)(v) Business Days following below). Upon the receipt incurrence or issuance by the Borrower 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, after the Amendment No. 3 Closing Date, 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 Company or such Subsidiary of (such Net Cash Proceedsprepayments to be applied as set forth in clause (b)(v) below). The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify Upon the Administrative Agent of the receipt sale or issuance by the Borrower Company or any Subsidiaryof its Subsidiaries of any of its Capital Stock after the Amendment No. 3 Closing Date (other than any sale or issuance of 90295627_3 Capital Stock in connection with employee benefit arrangements), as applicable, the Borrowers shall prepay an aggregate principal amount of such Loans equal to 100% of all Net Cash Proceeds and received therefrom immediately upon receipt thereof by the Company or such notice shall Subsidiary (such prepayments to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsapplied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of Loans under this clause (bSection 2.05(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, on the last day of each March, June, September and December and (y) in all other cases, promptly (but in any Eurodollar Loans that are prepaid event within 30 days upon such receipt of proceeds), to prepay on any day other than a pro rata basis based on outstanding balances under each of this Agreement, the Existing Revolving Credit Agreement, the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the Interest Period applicable to itfiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, (A) first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the Existing 2015 Term Loan Credit Agreement have been satisfied in full, Loans outstanding hereunder and under the Existing Revolving Credit Agreement (on a pro rata basis), on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the Borrower shall pay any amounts due holders of the NPA Notes (after giving effect to all offers of such proceeds to the Lenders as a result thereof pursuant other holders of the NPA Notes) shall be used to Section 2.17prepay Indebtedness in accordance with subsection (A).

Mandatory. So long as (i) If at any time the commitments in respect of each sum of the Bridge Facilities have been terminated without unpaid principal balance of the funding Revolving Loans, Swing Loans and the L/C Obligations then outstanding shall be in excess of any loans thereunder or (ii) the loans Borrowing Base as determined and any accrued interestcomputed, fees and other obligations under the Bridge Facilities have been paid in full, as contained in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuancemost recent Borrowing Base Certificate delivered in accordance with Section 8.5(d) hereof, then the Borrower shall prepay the Loans hereunder promptly, and in an amount equal to 100% of such Net Cash Proceeds not no event later than five 11:00 a.m. (5Chicago time) on the date that is two (2) Business Days following such delivery, and without notice or demand pay the receipt by amount of the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify excess to the Administrative Agent for the account of the receipt Lenders as a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans and Swing Loans until paid in full with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. (ii) Unless the Borrower or any Subsidiaryotherwise directs, as applicable, prepayments of such Net Cash Proceeds and such notice Loans under this Section 1.8(b) shall be accompanied by a reasonably detailed calculation applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the Net Cash Proceedsorder in which their Interest Periods expire. Each prepayment of Loans under this clause (bSection 1.8(b) shall be applied to made by the prepayment in full payment of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, plusand, in the case of any Eurodollar Loans that are prepaid on Loans, accrued interest thereon to the date of prepayment together with any day other than amounts due the last day Lenders under Section 1.11 hereof. Each prefunding of L/C Obligations shall be made in accordance with Section 9.4 hereof. (iii) If at any time a Change in Control shall occur caused by the termination set forth in clause (c) of the Interest Period applicable definition of “Change of Control” and the Borrower’s failure to itcure such Change in Control by appointing a replacement chief executive officer reasonably acceptable to the Administrative Agent within four (4) months, the Borrower shall pay any amounts within forty-five (45) days prepay the full amount of the outstanding principal and interest of the Loans, prepay all fees due to under this Agreement and cash collateralize all outstanding L/C Obligations in the Lenders as a result thereof pursuant to manner set forth in Section 2.179.4 hereof.

Mandatory. So long as (i) If any Item of Equipment shall be sold or otherwise disposed of by the commitments Partnership then, unless otherwise agreed by the Lender in respect of each writing, the Partnership shall prepay the Loan in the manner and in the amounts set forth in Section 4(c) hereof. Any such prepayment shall be applied to the unpaid principal amount of the Bridge Facilities have been terminated without the funding of any loans thereunder or Note. (ii) The Partnership shall pay to the loans and any accrued interestorder of Lender on or before the 60th day (or the next succeeding Business Day) after the end of each calendar quarter commencing March 31, fees and other obligations under 1997, a mandatory prepayment of principal on the Bridge Facilities have been paid Note in fullan amount equal to the Cash Sweep Payment Amount for such date; provided however, that in the event that the Borrower Cash Sweep Payment Amount is less than $10,000, then no such mandatory prepayment shall be due. All mandatory prepayments of principal made as required under this paragraph shall be applied to the unpaid principal amount of the Note and shall not be subject to any prepayment fees. (iii) In the event (A) of the actual or constructive total loss or an agreed or compromised total loss of any Item of Equipment occurring through any event whatsoever, (B) that title to or ownership of any Item of Equipment shall be requisitioned, purchased or taken by any government of any country or any department, agency or representative thereof and such condition shall continue for 30 days thereafter, (C) that any such governmental authority shall requisition, charter or in any manner take over the use of its Subsidiaries receives any Net Cash Proceeds arising from Vessel and such condition shall continue for 30 days thereafter, or (D) that any Debt IssuanceItem shall sustain damage to an extent which, in the opinion of the Partnership, as determined in good faith by a duly authorized officer of the General Partner, makes repair of such Item uneconomical (any such event hereinabove specified in clauses (A), (B), (C) or (D) being herein called a "Casualty Event"), then the Borrower Partnership shall prepay promptly notify the Loans hereunder Lender of such Casualt ess the Partnership shall elect to replace said Item of Equipment in conformity with the provisions of the Security Documents, the Partnership shall make a prepayment on account of outstanding principal of the Note, on a date not later than the earlier of (X) 90 days after the occurrence of such Casualty Event, or (Y) not more than 5 Business Days after the date of receipt of the insurance or other proceeds from such Casualty Event, which prepayment shall be in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt product obtained by multiplying the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent then outstanding principal amount of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied Note by a reasonably detailed calculation fraction the numerator of which is the Net Cash Proceeds. Each prepayment Cost of Loans under this clause (b) shall be applied to Equipment involved in such Casualty Event and the prepayment in full denominator of which is the aggregate principal amount and any accrued but unpaid interest with respect to Cost of Equipment for all Equipment (including the 364-Day Tranche Loans before being applied to prepay Item of Equipment suffering such Casualty Event) then under the 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 the 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 2.17Security Documents.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (ii) Except as otherwise provided in Section 6.11, the loans aggregate Term A-1 Commitments shall be automatically and any accrued interest, fees permanently reduced to zero on the earlier of (x) the Termination Date and other obligations under (y) the Bridge Facilities date on which all of the Certain Funds Purposes have been paid in fullachieved. (iii) If after giving effect to any reduction or termination of Multicurrency Revolving Credit Commitments under this Section 2.06, in the event that Letter of Credit Sublimit or the Borrower Swing Line Sublimit exceeds the Multicurrency Revolving Credit Facility at such time, the Letter of Credit Sublimit or any the Swing Line Sublimit, as the case may be, shall be automatically reduced, by the amount of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower such excess. (iv) The Term A-1 Commitments shall prepay the Loans hereunder be automatically and permanently reduced in an amount equal to 100% of such Net Cash Proceeds the committed amount of any (i) credit facility or (ii) private placement note purchase agreement made available to a member of the Consolidated Group that is (x) subject to conditions precedent to funding of the loans or purchasing the notes thereunder that are, in respect of certainty of funding, not later more restrictive than five the conditions set forth in this Agreement, (5y) Business Days following subject to restrictions on assignments of loans or private placement notes thereunder not more restrictive than those set forth in this Agreement and (z) entered into with financial institutions that are either (A) Lenders or an Affiliate or Approved Fund of the receipt Lenders, (B) lenders approved by the Borrower Company on or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly prior to the Restatement Date or (and not later than five (5C) Business Days following receipt thereof) notify the Administrative Agent of the receipt approved by the Borrower Company (each such term facility or any Subsidiaryprivate placement agreement, as applicable, a “Qualifying Committed Facility”) (such reduction to occur upon the effectiveness of definitive documentation for such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17Qualifying Committed Facility).

Mandatory. So long as (i) The Borrower shall on the commitments in respect date of each receipt of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries receives from (A) the sale, lease, transfer or other disposition of any Net Cash Proceeds arising from assets of the Borrower or any of its Restricted Subsidiaries (other than any sale, lease, transfer or other disposition of assets pursuant to clause (i) or (ii) of Section 5.02(e)), (B) the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Debt Issuance(other than any Debt permitted by Section 5.02(b)), then and (C) any Extraordinary Receipt received by or paid to or for the account of the Borrower shall or any of its Restricted Subsidiaries and not otherwise included in clause (A) or (B) above, prepay an aggregate principal amount of the Loans hereunder Advances comprising part of the same Borrowing in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of Each such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied ratably first to each of the Term Facilities on a pro rata basis and to the installments thereof on a pro rata basis and second to the Revolving Credit Facility as set forth in clause (v) below. (ii) The Borrower shall, on the 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the excess of (A) 50% of Excess Cash Flow over (B) the aggregate principal amount of all optional prepayments of Term Advances made during such Fiscal Year under Section 2.06(a), until such time as the Leverage Ratio is less than 2.0:1 and, thereafter, so long as no Default shall have occurred and be continuing, 0% of Excess Cash Flow. For the purposes of this Section 2.06(b)(ii) only, Excess Cash Flow for the year ended December 31, 2000 shall be calculated for the period from the Closing Date through December 31, 2000. Each such prepayment shall be applied ratably first to each of the Term Facilities on a pro rata basis and to the installments thereof on a pro rata basis and second to the Revolving Credit Facility as set forth in full clause (v) below. (iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowings and the Letter of Credit Advances and deposit an amount in the L/C Collateral Account in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and any accrued but unpaid interest with respect (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. (iv) The Borrower shall, on each Business Day, pay to the 364-Day Tranche Loans before being applied Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to prepay cause the aggregate principal amount and any accrued but unpaid interest with respect on deposit in such Account to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on equal the amount prepaid to by which the date fixed for prepayment, plus, in aggregate Available Amount of all Letters of Credit then outstanding exceeds the case Letter of any Eurodollar Loans that are prepaid Credit Facility 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 2.17such Business Day.

Mandatory. So long as (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the commitments fiscal year ending December 31, 2016) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be offered to be prepaid in respect accordance with clause (b)(viii) below, an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans and Second Lien Term Loans made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (including the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(v) during such time and in the case of Loans prepaid at a discount to par pursuant to a Dutch auction, with such reduction of the amount of Excess Cash Flow prepayments being equal to the aggregate amount of cash paid to buy back such loans), (2) the amount of any reduction in the outstanding amount of any (x) Term Loans in accordance with Sections 10.07(l) or (m) or (y) Second Lien Term Loans in accordance with Sections 10.07(l) or (m) or (y) of the Second Lien Credit Agreement, in each case including in connection with any Dutch auction, made during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due (it being understood that any such reduction pursuant to this clause (2) made at a discount to par will only reduce such payment or prepayment pursuant to this clause (b)(i) by the amount of cash actually paid) and (3) all voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is due to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the Bridge Facilities have been terminated without immediately preceding clauses (1), (2) and (3), to the funding extent such prepayments are not funded with the Net Proceeds of any loans thereunder Designated Equity Contribution or long-term Indebtedness (other than revolving Indebtedness) and, without duplication of any deduction from Excess Cash Flow in any prior period. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries receives the Borrower Disposes of any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇ (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) (except to the extent such property is subject to a Mortgage), (m), (n), (o), (p) or (q)), or (y) any Casualty Event occurs, in each case, in excess of $2,000,000 in a single transaction or a series of related transactions, which results in the realization or receipt by the Borrower or Restricted Subsidiary of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower shall prepay cause to be offered to be prepaid in accordance with clause (b)(viii) below, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds, subject to clause (b)(x) below, an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Permitted First Priority Refinancing Debt or any Indebtedness incurred pursuant to Section 7.03(q) that is secured on a pari passu basis with the Obligations (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the Net Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further, that (A) the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not later exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness not prohibited under Section 7.03 (excluding Section 7.03(t))), the Borrower shall cause to be offered to be prepaid in accordance with clause (b)(viii) 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 following after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (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 Proceeds. 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 to amortization payments in respect of each Class of Term Loans then outstanding 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) the Borrower may not direct that any such prepayment be applied to a later maturing Class of Term Loans without at least pro rata repayment of any related earlier maturing Class of Term Loans) and (B) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (vi) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least four (4) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The Administrative Agent will promptly notify each Appropriate Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as (i) If for any reason the commitments in respect of each of Total Revolving Outstandings at any time exceed the Bridge Facilities have been terminated without Revolving Facility at such time, the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five and, in any event, within one (51) Business Days following receipt thereofDay) notify prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the Administrative Agent 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)(i) unless, after the prepayment of the receipt by Revolving Loans and Swingline Loans, the Borrower or any SubsidiaryTotal Revolving Outstandings exceed the Revolving Facility at such time. (ii) Except as otherwise provided in Section 2.15, as applicableprepayments of the Revolving Facility made pursuant to this Section 2.05(b), of such Net Cash Proceeds and such notice first, shall be accompanied by a reasonably detailed calculation of applied ratably to the Net Cash Proceeds. Each prepayment of Loans under this clause (b) L/C Borrowings and the Swingline Loans, second, shall be applied to the prepayment in full 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 L/C Issuer or the Revolving Lenders, as applicable. Within the parameters of the aggregate principal amount applications set forth above in Section 2.05(b), prepayments pursuant to Section 2.05(b) shall be applied first to Base Rate Loans and any accrued then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under Section 2.05(b) shall be subject to Section 3.05, but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans otherwise without premium or penalty, and shall be accompanied by accrued interest and fees on the principal amount prepaid to through the date fixed for of prepayment, plus, in the 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. So long as (ia) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 31, 2019, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (without duplication) the sum of: (A) all voluntary prepayments, repurchases or redemptions (including loan buybacks (including pursuant to Section 2.05(1)(e)) permitted under the applicable Indebtedness in an amount equal to the amount actually paid in respect of the principal amount of such purchased Indebtedness and only to the extent that such Indebtedness has been cancelled) and prepayments in connection with lender replacement provisions (including pursuant to Section 3.07)) of: (i) Term Loans that are secured, in whole or in part, by the Collateral on a pari passu basis with the Closing DateReplacement Term Loans, (ii) Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt, and any other Indebtedness in the form of notes or term loans, in each case to the extent secured by the Collateral, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies), (iii) Revolving Loans (in each case of this clause (iii), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), (iv) revolving loans under any revolving facility (other than under the Revolving Facility or any Incremental Revolving Facility) that is secured, in whole or in part, by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iv) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding revolving commitments), (B) the amount of Restricted Payments made in respect of Holdings’s or any Parent Company’s common Equity Interests (for the avoidance of doubt, other than Restricted Payments pursuant to Section 7.05(b)(14)(b)) and paid in cash during such period, except to the extent such Restricted Payments were financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (C) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of cash consideration paid by Holdings and its Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), (D) without duplication of amounts deducted pursuant to clause (k) of the definition of Excess Cash Flow in prior fiscal years, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property accrued or made in cash during such period, and (E) the aggregate Contract Consideration required to be paid in cash by Holdings or any of its Restricted Subsidiaries and any Planned Expenditures by Holdings or any of its Restricted Subsidiaries relating to Capital Expenditures, in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of Holdings following the receipt by end of such period (except to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)); provided that, to the extent that the aggregate amount (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of Holdings, the Borrower or any Restricted Subsidiary) of such Capital Expenditures during such following period of four consecutive fiscal quarters is less than the applicable Contract Consideration and Planned Expenditures (excluding in each case any amount financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)) deducted under this clause (E), the amount of such shortfall shall be added to the calculation of the applicable ECF Payment Amount at the end of such period of four consecutive fiscal quarters, in the case of each of the immediately preceding clauses (A), (B), (C) and (D), made during such fiscal year (without duplication of any payments or prepayments, repurchases or redemptions in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or, at the option of the Borrower, after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $35.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.50 to 1.00 and greater than 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.00 to 1.00 (with the ECF Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that: (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and (B) to the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a). (i) If (x) Holdings, the Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by Holdings 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 Holdings or such Restricted Subsidiary of such Net Cash Proceeds. The , subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment or a binding letter of intent to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that (x) the Net Proceeds Percentage shall be 50% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.50 to 1.00 and greater than 2.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 100%), (y) the Net Proceeds Percentage shall be 25% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.25 to 1.00 and greater than 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 50%) and (z) the Net Proceeds Percentage shall be 0% if the First Lien Net Leverage Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 2.00 to 1.00 (with the Net Proceeds Percentage being calculated after giving effect to such prepayment at a rate of 25%); provided further that (A) if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have 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)); (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, Holdings, 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 (x) eighteen (18) months following receipt of such Net Proceeds or (y) if Holdings, the Borrower or any Restricted Subsidiary enters into a legally binding commitment or a legally binding letter of intent to reinvest such 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 later than be so reinvested at any time after such reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days following receipt thereof) notify after the Administrative Agent Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the receipt by Term Loans as set forth in this Section 2.05. (c) [Reserved]. (d) If Holdings, the Borrower or any SubsidiaryRestricted 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 applicable, directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each . (i) Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans under this clause required by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed by the Borrower, shall be applied 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 the prepayment reduce such remaining scheduled installments of principal within such Class of Term Loans in full direct order of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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.maturity; provided that

Mandatory. So long as (i) If, at any time, the commitments Total Outstandings at such time exceed the Maximum Revolving Credit, then, (A) to the extent that the Administrative Agent is exercising its rights to sweep cash under any Control Account, within one Business Day and (B) to the extent that the Administrative Agent is not exercising its rights to sweep cash under any Control Account, within three (3) Business Days, in respect either case, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of each 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 Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Outstandings exceed the Maximum Revolving Credit above at such time. (ii) At any time following the loans occurrence and any accrued interestduring the continuation of a Liquidity Period, fees and other obligations under within one Business Day following the Bridge Facilities have been paid in full, in the event that the Borrower or any receipt of its Subsidiaries receives any Net Cash Proceeds arising from in respect of any Debt IssuanceDisposition of ABL Priority Collateral or any Net Insurance/Condemnation Proceeds constituting ABL Priority Collateral, then the Borrower Borrowers shall prepay the Loans hereunder in apply an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Insurance/Condemnation Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, received with respect thereto to prepay the outstanding principal amount of the Loans and/or Cash Collateralize the outstanding 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 Cash Proceeds and such notice Insurance/Condemnation Proceeds. (iii) Prepayments of the Facilities made pursuant to this Section 2.06(b), shall be accompanied by a reasonably detailed calculation 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 L/C Obligations. (iv) In the case of prepayments of the Net Cash Proceeds. Each prepayment of Loans under this Facilities required pursuant to clause (bi) shall be applied to 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 time and the aggregate principal amount and Cash 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 accrued but unpaid interest with respect to Letter of Credit that has been Cash Collateralized, the 364-Day Tranche Loans before being applied to prepay funds held in the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and L/C Cash Collateral Account shall be accompanied applied (without any further action by accrued interest and fees on or notice to or from the amount prepaid Borrowers or any other Loan Party) to reimburse the date fixed for prepaymentL/C Issuer or the Lenders, plus, in the 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 2.17applicable.

Mandatory. So long as (i) If the commitments outstanding Revolving Loans and L/C Obligations at any time exceed the Revolving Credit Commitments then in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interesteffect, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Revolving Loans, and, if necessary, Cash Collateralize the L/C Obligations by the amount necessary to reduce the sum of the aggregate principal amount of Revolving Loans hereunder in and L/C Obligations then outstanding to an amount equal to 100% of such Net Cash Proceeds which does not later exceed the Revolving Credit Commitments then in effect. If at any time the Credit Availability as then determined and computed (including in the most recent Available Amount Certificate delivered in accordance with Section 8.5(d) or Section 8.5(m) hereof) shall be less than $0, the Borrower shall within five (5) Business Days following Days, and without notice or demand, pay an amount equal to the receipt by amount necessary to increase the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify Credit Availability to $0 to the Administrative Agent for the account of the receipt Lenders as a mandatory prepayment on such Obligations. (ii) All prepayments under this Section 1.8(b) shall first be applied to the Revolving Loans until paid in full, then to the Term Loans and the Incremental Term Loans (if any) on a combined ratable basis with respect to all such Loans until such Loans are paid in full, with any remaining balance to be held by the Administrative Agent in the Collateral Account as security for the Obligations owing with respect to the Letters of Credit. Unless the Borrower or any Subsidiaryotherwise directs, as applicable, prepayments of such Net Cash Proceeds and such notice Loans under this Section 1.8(b) shall be accompanied by a reasonably detailed calculation applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the Net Cash Proceedsorder in which their Interest Periods expire. Each prepayment of Loans under this clause (bSection 1.8(b) shall be applied to made by the prepayment in full payment of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, plusand, in the case of any Eurodollar Loans that are prepaid on any day other than accrued interest thereon to the last day date of the Interest Period applicable to it, the Borrower shall pay prepayment together with any amounts due to the Lenders as a result thereof pursuant to under Section 2.171.11 hereof. Each prefunding of L/C Obligations shall be made in accordance with Section 9.4 hereof.

Mandatory. So long as (i) The Company shall, as soon as practicable (and in any event within five Business Days after receipt thereof), prepay Advances owing by the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder Company in an amount equal to 100% of such the Net Cash Proceeds not later than five (5) Business Days following the receipt actually received by the Borrower Company or such Subsidiary any of its Subsidiaries during the period commencing on the Amendment No. 5 Effective Date until (but excluding) the Covenant Relief Period Termination Date from any sale or other (ii) Each prepayment made pursuant to this Section 2.10(b) shall be applied to the Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such Net Cash Proceeds. prepayment on the principal amounts prepaid and, in the case of any prepayment of a Term Benchmark Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Company shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). (iii) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) Company will notify the Administrative Agent of the receipt by of the Borrower Company or any Subsidiary, as applicable, Subsidiary of such any Net Cash Proceeds and such notice shall required to be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.172.10(b)(i) and the Administrative Agent will promptly notify each Lender of its receipt of such notice.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days following after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the receipt by fiscal year ended March 31, 2013) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiaryshall, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this subject to clause (bb)(vii) shall of this Section 2.05, cause to be applied to the prepayment in full of the prepaid an aggregate principal amount and any accrued but unpaid interest with respect of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a)(v) or Section 10.07(l), in an amount equal to the 364-Day Tranche Loans before being applied to prepay discounted amount actually paid in respect of the aggregate principal amount of such Term Loans, during such fiscal year or, without duplication across periods, after year-end and any accrued but unpaid interest with respect prior to when such Excess Cash Flow prepayment is due, (2) all other voluntary prepayments of Term Loans during such fiscal year or, without duplication across periods, after year-end and prior to when such Excess Cash Flow prepayment is due and (3) all voluntary prepayments of loans under the ABL Facility during such fiscal year or, without duplication across periods, after year end and prior to when such Excess Cash Flow prepayment is due, to the 18-Month Tranche Loans and shall be accompanied extent the commitments under the ABL Facility are permanently reduced by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusof such payments and, in the case of any Eurodollar Loans that are prepaid on any day other than the last day each of the Interest Period applicable to itimmediately preceding clauses (1), the Borrower shall pay any amounts due (2) and (3), to the Lenders as a result thereof pursuant to Section 2.17.extent such prepayments are (A) funded with the Internally Generated Cash and not funded with any Cure Amounts and, (B) not comprised of prepayments of Term B-3 Loans on the Amendment No. 4 Effective Date and (C) not comprised of prepayments of Term B-4 Loans on the Amendment No. 6

Mandatory. So long as (i) Subject to clause (vii) below, not later than the fifth Business Day following receipt by the Borrower or any Subsidiary of any Net Proceeds in connection with any Asset Sale, the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii). (ii) Subject to clause (vii) 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, the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii); provided that no prepayment pursuant to this clause (ii) shall be 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)(viii). (iv) Not later than the fifth Business Day following receipt of Net Proceeds by the Borrower or any Subsidiary of any Extraordinary Receipts, the Borrower shall apply 100% of the Net Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.06(b)(viii); provided that no prepayment pursuant to this clause (iv) shall be required if the Net Proceeds received in connection with any such Extraordinary Receipts are less than $5,000,000 individually and $10,000,000 in the aggregate of all such Extraordinary Receipts in any fiscal year. (v) Upon the occurrence of a Change in Control, each Lender shall have the right to require the Borrower to prepay such Lender’s Loans at a price in cash equal to the aggregate principal amount of the Loans outstanding, plus the Prepayment Premium that would have been payable if the Borrower had voluntarily prepaid such Loans on the date of such prepayment. The Borrower shall deliver to the Administrative Agent written notice of the occurrence of any Change in Control (each such notice, a “Change in Control Notice”), in each case, within two Business Days thereof. Each Lender that intends to exercise its right to require the Borrower to prepay such Lender’s Loans pursuant to this Section 2.06(b)(v) 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)(v). The Borrower shall make any prepayment pursuant to this Section 2.06(b)(v) within three Business Days of the Change in Control Election Date. The foregoing shall not limit the Borrower’s right to make a voluntary prepayment in accordance with Section 2.06(a) in connection with such Change in Control. (vi) For each fiscal year of the Borrower (commencing with the fiscal year ending on December 31, 2021), not later than the tenth Business Day following the date of the most recent Financial Statements delivered or required to be delivered pursuant to Section 5.01(a) (for any such fiscal year, the “ECF Prepayment Date”), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to (x) 100% of Excess Cash Flow for such fiscal year minus (y) optional prepayments of Loans under Section 2.06(a) during such fiscal year (the “ECF Prepayment”); provided that no prepayment shall be required pursuant to this Section 2.06(b)(vi) to the extent that after giving effect to such prepayment U.S. Liquidity would be less than $85,000,000 at the time of making such prepayment; provided that (i) the commitments in respect of each of Borrower shall make the Bridge Facilities have been terminated without the funding maximum portion of any loans thereunder such ECF Prepayment when due to the extent such payment shall not cause the Borrower to violate the foregoing clause and (ii) the Borrower shall make additional portions of such ECF Prepayment within five (5) Business Days from delivery of financial statements pursuant to Section 5.01(a) or Section 5.01(b) thereafter to the extent that making such payment shall not cause the Borrower to violate the foregoing clause. (vii) Notwithstanding the foregoing, the Borrower shall not be required to apply any Net Proceeds that are the subject of clauses (i) or (ii) above to prepay the loans and any accrued interest, fees and other obligations under Loans to the Bridge Facilities have been paid in full, in the event that extent reinvested by the Borrower or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, in assets of a kind then used or usable in the business of the Borrower shall prepay the Loans hereunder in an amount equal to 100% and its Restricted Subsidiaries within 12 months of receipt of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by or, if the Borrower or any SubsidiaryRestricted Subsidiary has contractually committed within 12 months following receipt of such Net Proceeds to reinvest such Net Proceeds, within 18 months from the date of the receipt of such Net Proceeds); provided that (a) no Event of Default shall have occurred and shall be continuing at the time of the earlier of the (x) application of such proceeds and (y) entry into the contractual commitment to apply such Net Proceeds; and (b) any such Net Proceeds not actually reinvested in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans; provided further that (i) to the extent such Net Proceeds are attributable to an Asset Sale or Recovery Event of Term Priority Collateral, such Net Proceeds may not be reinvested in cash or Cash Equivalents, accounts receivable, stock inventory, marketable securities, prepaid liabilities or other current assets not constituting Term Priority Collateral (other than in connection with an acquisition of a line of business or operating entity engaged in a Related Business) (it being understood that the Borrower and its Restricted Subsidiaries may hold such Net Proceeds in cash, Cash Equivalents or marketable securities pending reinvestment during the time periods described above, so long as the Borrower shall provide, concurrently with the delivery of the financial statements pursuant to Section 5.01(a) or Section 5.01(b), a written notice of such Net Proceeds, identifying in reasonable detail such Net Proceeds in the form of cash, Cash Equivalents or marketable securities, as applicable) and (ii) notwithstanding anything to the contrary herein, the aggregate amount of such Net Cash Proceeds of Asset Sales and such notice shall Recovery Events that may be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under reinvested pursuant to this clause (bvii) shall be applied to the prepayment not exceed $20,000,000 in full of any fiscal year (unless the aggregate principal amount and any accrued but unpaid interest of the Loans that has been prepaid or repaid (including with respect to the 364-Day Tranche Loans before being applied to prepay the 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, plusNet Proceeds of Asset Sales or Recovery Events) is at least $100,000,000, in which case the 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 limitation set forth in this sub-clause (ii) shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17not apply).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or If (ii1) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any Subsidiary Disposes of its Subsidiaries receives 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) or (t) (to the extent the proceeds thereof are received by Borrower or a Subsidiary))) or (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Subsidiary of Net Cash Proceeds arising from any Debt Issuancein excess of $1,000,000 individually or $5,000,000 in the aggregate, then the Borrower shall prepay cause to be prepaid on or prior to the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five date which is ten (510) Business Days following after the date of the realization or receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Proceeds (x) so long as any Tranche A Term Loan Lender shall have any Tranche A Term Loan Commitment hereunder, any Tranche A Term Loan or other Obligations on account of the Tranche A Term Loans hereunder which is accrued and payable, an aggregate amount of Tranche A Term Loans, and (y) after the full payment and satisfaction of all Tranche A Term Loan Commitments, all Tranche A Term Loans or other Obligations on account of the Tranche A Term Loans hereunder which are accrued and payable to the Lenders, an aggregate amount of Term Loans, in each case, in an amount equal to 100% of all Net Proceeds received; provided that the Net Proceeds of any Disposition required to be used to prepay the Term Loans pursuant to this Section 2.05(b)(i) may be used to prepay the Superpriority Revolving Credit Facility (and with such prepaid amount of the Superpriority Revolving Credit Facility resulting in a corresponding permanent reduction in commitments thereunder at the time of such prepayments) and/or Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations), in each case to the extent that the terms of the definitive documentation governing any such Indebtedness requires the Borrower or such Subsidiary to prepay such Indebtedness with the proceeds of such Disposition. (ii) If any Loan Party or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than, in the case of the Borrower or any Subsidiary, Indebtedness permitted under Section 7.02), the Borrower shall promptly cause to be prepaid (subject to the Prepayment Premium) (x) so long as any Tranche A Term Loan Lender shall have any Tranche A Term Loan Commitment hereunder, any Tranche A Term Loan or other Obligations on account of the Tranche A Term Loans hereunder which is accrued and not later than payable, an aggregate amount of Tranche A Term Loans, and (y) after the full payment and satisfaction of all Tranche A Term Loan Commitments, any Tranche A Term Loans or other Obligations on account of the Tranche A Term Loans hereunder which are accrued and payable to the Tranche A Term Loan Lenders, 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 following after the receipt by such Loan Party or Subsidiary of such Net Proceeds. (iii) [Reserved]. (iv) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then not later than ten (10) Business Days after the date on which the Borrower is required to deliver annual financial statements pursuant to Section 6.01(a) with respect to such Excess Cash Flow Period, the Borrower shall prepay, (x) so long as any Tranche A Term Loan Lender shall have any Tranche A Term Loan Commitment hereunder, any Tranche A Term Loan or other Obligation on account of the Tranche A Term Loans hereunder which is accrued and payable, the Tranche A Term Loans, and (y) after the full payment and satisfaction of all Tranche A Term Loan Commitments, any Tranche A Term Loans or other Obligations on account of the Tranche A Term Loans hereunder which are accrued and payable to the Tranche A Term Loan Lenders, the Term Loans, in an amount equal to (A) the Required ECF Percentage multiplied by the amount of Excess Cash Flow for such Excess Cash Flow Period minus (B) to the extent not financed with the proceeds of the incurrence of Indebtedness having a maturity of more than twelve (12) months from the date of incurrence thereof and not previously deducted pursuant to this clause (B) in any prior period, the amount of any optional prepayments of principal made by the Borrower during such Excess Cash Flow Period of (1) Term Loans (provided, that with respect to any prepayment of Term Loans below the par value thereof, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrower’s cash payment in respect of such prepayment) and (2) loans outstanding under the Superpriority Revolving Credit Facility (to the extent commitments thereunder are permanently reduced by the amount of, and at the time of, such prepayments). (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied on a pro rata basis to each then outstanding Class of Term Loans and shall be further applied within each Class of Term Loans to the Lenders of such Class of Term Loans 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 (vi) of this Section 2.05(b). Partial prepayments of the Term Loans pursuant to this Section 2.05(b) shall be applied to the remaining scheduled amortization installments of the Term Loans required under Section 2.07(a) (other than the repayment to be made on the Maturity Date for the Term Loans) on a pro rata basis. (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) promptly, and in no event more than three (3) Business Days, following the receipt by the Borrower or any Subsidiary, as applicable, of event giving rise to such Net Cash Proceeds and mandatory prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each 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) through (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day prior to the proposed date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Loan 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 Loans under this clause (b) shall Term Loans. Any Declined Proceeds remaining thereafter may be applied to retained by the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17Borrower.

Mandatory. So long as (i) If, at any time, the commitments Total Outstandings at such time exceed the Maximum Revolving Credit, then, (A) to the extent that the Administrative Agent is exercising its rights to sweep cash under any Control Account, within one Business Day and (B) to the extent that the Administrative Agent is not exercising its rights to sweep cash under any Control Account, within two (2) Business Days, in respect either case, the Borrowers shall prepay the outstanding Loans and/or the Cash Collateralize the outstanding L/C Obligations (including by depositing funds in the L/C Cash Collateral Account pursuant to Section 2.04(h)(i)) in an aggregate amount sufficient to reduce the amount of each 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 Bridge Facilities have been terminated without Loans the funding of any loans thereunder or Total Outstandings exceed the Maximum Revolving Credit above at such time. (ii) At any time following the loans occurrence and any accrued interestduring the continuation of a Liquidity Period, fees and other obligations under within one Business Day following the Bridge Facilities have been paid in full, in the event that the Borrower or any receipt of its Subsidiaries receives any Net Cash Proceeds arising from in respect of any Debt IssuanceDisposition of ABL Priority Collateral or any Net Insurance/Condemnation Proceeds constituting ABL Priority Collateral, then the Borrower Borrowers shall prepay the Loans hereunder in apply an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Insurance/Condemnation Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest received with respect to the 364-Day Tranche Loans before being applied thereto to prepay the aggregate outstanding principal amount of the Loans and/or Cash Collateralize the outstanding L/C Obligations, and any accrued but unpaid interest with respect the Borrowers shall deliver an updated Borrowing Base Certificate to the 18-Month Tranche 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 shall be accompanied by accrued interest and fees on third, to Cash Collateralize the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17remaining L/C Obligations.

Mandatory. So long (i) On any date that the Revolving Outstanding Amount exceeds the aggregate amount of Revolving Commitments, the Borrower shall, within one Business Day, to the extent of such excess, first prepay to the Swingline Lender the outstanding principal amount of the Swingline Advances, second, prepay to the Revolving Lenders on a pro rata basis the outstanding principal amount of the Revolving Advances and third, make deposits into the Cash Collateral Account to provide cash collateral in the amount of such excess for the Letter of Credit Exposure. (ii) If a Revolving Facility Increase is effected as permitted under Section 2.1(d)(i), the Borrower shall prepay any Revolving Advances outstanding on such Increase Date to the extent necessary to keep the outstanding Revolving Advances ratable to reflect the revised Applicable Percentages arising from such Revolving Facility Increase. Any prepayment made by Borrower in accordance with this clause (b)(ii) may be made with the proceeds of Revolving Advances made by all the Revolving Lenders in connection the Revolving Facility Increase occurring simultaneously with the prepayment. (iii) If within 60 days of the making of a Term Borrowing the Administrative Agent shall not have received a certificate from a Responsible Officer of the Borrower to the effect that simultaneously with, or within 60 days of, the making of such Term Borrowing either (i) the commitments in respect of each obligations of the Bridge Facilities Acquired Company under the Acquired Company Debt Instruments shall have been terminated without the funding of any loans thereunder reduced or (ii) a Credit Party shall have not otherwise been reimbursed for amounts previously paid by such Credit Party to reduce the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid described in fullclause (i) of this Section 2(b)(iii), in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuanceeach case on a dollar-for-dollar basis, then the Borrower shall immediately prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17Term Advances.

Mandatory. So long as (ia) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than Within five (5) Business Days after financial statements are required to be delivered pursuant to Section 6.01(1) and the related Compliance Certificate is required to be delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the Fiscal Year ending on December 31, 2026 for each Excess Cash Flow Period, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow , if any, for such Excess Cash Flow Period covered by such financial statements (such payment, the “ECF Payment”) minus the sum of the following: (i) all voluntary prepayments, repurchases or redemptions of Closing Date Term Loans (in an amount, in each case, in the case of prepayments pursuant to Section 2.05(1)(e) equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent, in each case, that such Loans have been cancelled) (including prepayments made after the end of the Fiscal Year covered by the relevant financial statements but prior to the making of such ECF Payment (such payments, the “After Year-End Payment”); (ii) [reserved]; (iii) [reserved]; and (iv) [reserved]; (v) without duplication of amounts deducted pursuant to clause (2)(f) of the definition of Excess Cash Flow with respect to the applicable, or any prior, Excess Cash Flow Periods (and without duplication of amounts deducted pursuant to this clause (v) in respect of prior Excess Cash Flow Periods), the amount of cash consideration paid by the Borrower and its Subsidiaries (on a consolidated basis) in connection with 102 investments made during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such Excess Cash Flow Period (including Permitted Acquisitions, investments constituting Permitted Investments and Investments made pursuant to Section 7.05); and (vi) without duplication of amounts deducted pursuant to clause (2)(b) of the definition of Excess Cash Flow with respect to the applicable, or any prior, Excess Cash Flow Periods (and without duplication of amounts deducted pursuant to this clause (vi) in respect of prior Excess Cash Flow Periods), the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of Proprietary Rights (including research and development activities in connection with potential Proprietary Rights) accrued or made (unless previously deducted when accrued) in cash during such Excess Cash Flow Period or, at the option of the Borrower, after such Excess Cash Flow Period but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such Excess Cash Flow Period, in the case of each of the immediately preceding clauses (i) through (vi), made during such Fiscal Year (without duplication of any payments, 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 in connection with an After Year-End Payment, and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt or any Cure Amount; provided that (x) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any Excess Cash Flow Period shall only be required in the amount (if any) by which the ECF Payment Amount for such Excess Cash Flow Period exceeds $10,000,000 and (y) the ECF Percentage for any Fiscal Year shall be (i) 50%, if the Total Net Leverage Ratio as of the end of such Fiscal Year was greater than 4.00 to 1.00, (ii) reduced to 25% if the Total Net Leverage Ratio as of the end of such Fiscal Year was less than or equal to 4.00 to 1.00, but greater than 3.50 to 1.00 and (iii) and reduced to 0%, if the Total Net Leverage Ratio as of the end of such Fiscal Year was less than or equal to 3.50 to 1.00; (and it being understood that following the making of any After Year-End Payment, (i) the Total Net Leverage Ratio shall be recalculated giving pro forma effect to such After Year-End Payment as if such payment were made during the Fiscal Year of the applicable ECF Payment and the ECF Percentage for purposes of making such ECF Payment shall be determined by reference to the Total Net Leverage Ratio after giving effect to such recalculation and (ii) if such After Year-End Payment is taken into account for such calculation, the After Year-End Payment shall not be applied to the calculation of the Total Net Leverage Ratio for purposes of determining the ECF Percentage for any subsequent ECF Payment). (b) Subject to the last paragraph of this Section 2.05(2), (i) if (x) the Borrower or any Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Subsidiary of Net Proceeds, the Borrower shall, subject to any Applicable Intercreditor Agreement, 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 103 Borrower or such Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds; 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 to reinvest) in accordance with Section 2.05(2)(b)(ii). (i) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in the business of the Borrower and its Subsidiaries (including Permitted Acquisitions (and similar Investments), Capital Expenditures and research and development activities in connection with assets used in or useful to the business of the Borrower and its Subsidiaries) within (x) twelve (12) months following receipt of such Net Proceeds or (y) if the Borrower or any Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, within eighteen (18) months following receipt thereof; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be 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) [Reserved]. (d) If the Borrower or any Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02(b), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or Classes (in each case, in accordance with this Section 2.05) 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 Subsidiary of such Net Cash Proceeds. . (e) Except as otherwise set forth in any Extension Amendment, (i) each prepayment of Term Loans required by Sections 2.05(2)(a) through (d) shall be applied to each Class of Term Loans then outstanding on a pro rata basis until such Classes of Term Loans are prepaid in full; (ii) with respect to each Class of Loans, each prepayment pursuant to clauses (a) through (d) of Section 2.05(2) shall be applied to remaining scheduled installments of principal thereof following the date of prepayment on a pro rata basis; and (iii) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment; provided that with respect to the allocation of such prepayments under this clause (e) between a Class of existing Loans and a Class of Extended Loans, to the extent that the Borrower may allocate between such classes, the Borrower may allocate such prepayments as the Borrower may specify, subject always to the limitation that the Borrower may not allocate to such Extended Loans any such mandatory prepayment (other than in the case of a refinancing of Extended 104 Loans) unless such prepayment under this clause (e) is accompanied by at least a pro rata prepayment, based upon the applicable remaining scheduled installments of principal due in respect thereof, of the Term Loans of the Class, if any, from which such Extended Loans were converted or exchanged (or such Term Loans of such existing Class have otherwise been repaid in full). (f) [Reserved]. (g) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(2) by 3:00 p.m. at least four (4) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment, the subsection of this Agreement pursuant to which such prepayment is being made and provide a reasonably detailed calculation of the Net Cash Proceedsaggregate 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 or other applicable share provided for under this Agreement. Each prepayment Term Lender may reject all or a portion of Loans its Pro Rata Share, or other applicable share provided for under this clause Agreement, of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a) and (b) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 3:00 p.m., New York time, at least two (2) Business Days prior to the scheduled 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 shall be offered to all Lenders which have not declined proceeds of the applicable prepayment event (on a pro rata basis as among such non-declining Lenders) and, to the extent that any such non-declining Lender does not accept such offer by 3:00 p.m., New York time, at least one (1) Business Day prior to the date of such prepayment, such remaining Declined Proceeds shall be retained by the Borrower and shall increase the Available Amount pursuant to clause (6) of the definition thereof or may be otherwise applied as set forth herein. (h) Notwithstanding any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States or Luxembourg, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the prepayment times provided in full this Section 2.05(2) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States or Luxembourg (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the aggregate principal amount Term Loans pursuant to this Section 2.05(2) to the extent otherwise provided herein and (B) to the extent that 105 the Borrower has determined in good faith that repatriation of any accrued but unpaid interest or all or the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itsuch Net Proceeds or Excess Cash Flow, the Borrower shall pay any amounts due to Net Proceeds or Excess Cash Flow so affected may be retained by the Lenders as a result thereof pursuant to Section 2.17applicable Foreign Subsidiary.

Mandatory. So long as (i) Subject to the commitments in respect last paragraph of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interestthis Section 2.04(b), fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than within five (5) Business Days following 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) or, if earlier, on the date that is one hundred and twenty (120) days after the end of any fiscal year, in either case, commencing with the 2015 fiscal year, the Borrower shall, subject to clause (b)(v) of this Section 2.04, prepay an aggregate principal amount of Term Loans equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow in excess of $24,000,000, if any, for the fiscal year covered by such financial statements (commencing with the 2015 fiscal year) minus the sum of (1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.04(a)(i) or voluntary prepayments of Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt, in each case to the extent secured on a pari passu basis with the Term Loans, (2) all payments and prepayments of Revolving Loans pursuant to Section 2.07(a)(i) of the First Lien Credit Agreement during such fiscal year, in each case to the extent accompanied by a corresponding permanent reduction in the Revolving Commitments and (3) voluntary prepayments of any other Indebtedness under the First Lien Credit Agreement pursuant to Section 2.07(a)(i) of the First Lien Credit Agreement or voluntary prepayments of Credit Agreement Refinancing Indebtedness (as defined in the First Lien Credit Agreement) or Incremental Equivalent Debt (as defined in the First Lien Credit Agreement), in each case to the extent secured on a pari passu basis with the First Term Loans, any Permitted Refinancing of such Indebtedness, and in the case of each of clauses (1) through (3), to the extent such prepayments are not funded with the proceeds of Funded Debt; provided that (y) the ECF Percentage shall be 25% if the Senior Secured Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 7.25:1.00 and greater than 6.50:1.00 and (z) the ECF Percentage shall be 0% if the Senior Secured Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 6.50:1.00. (ii) Subject to the last paragraph of this Section 2.04(b), (A) if (A) the Borrower or any of the Restricted Subsidiaries Disposes of any property or assets pursuant to Section 7.05(j), (p) or (q) or (B) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds. The , subject to clause (b)(vi) of this Section 2.04, an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Pari Passu Debt or Permitted Pari Passu Secured Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Pari Passu Debt or Permitted Pari Passu Secured Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.04(b)(ii)(A) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and not later than five in any event within ten (510) Business Days following receipt thereofafter the date of such rejection) notify be applied to prepay the Administrative Agent of Term Loans in accordance with the receipt by the Borrower or any Subsidiaryterms hereof; provided, as applicablefurther, that no prepayment shall be required pursuant to this Section 2.04(b)(ii)(A) with respect to such portion of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 have, on or prior to such date, given written notice to the Lenders as a result thereof pursuant Administrative Agent of its intent to reinvest in accordance with Section 2.172.04(b)(ii)(B).

Mandatory. So long as (i) The Borrower shall, on the commitments in respect Business Day following the date of each of the Bridge Facilities have been terminated without the funding receipt of any loans thereunder or (ii) the loans and Net Cash Proceeds by any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its Restricted Subsidiaries receives with respect to any sale, lease, transfer or other disposition of any Term Facility Collateral or any Extraordinary Receipt, prepay an aggregate principal amount of the Advances equal to such Net Cash Proceeds; provided, however, that (A) the Borrower shall have no obligation to prepay any Advances under this Section 5.02(b)(i) so long as no Default under Section 6.01 (a) or (l) and no Event of Default shall be continuing and on a Pro Forma Basis (and giving effect to any repayment or prepayment of Debt (including the Loans) in connection with the receipt of such proceeds) the Total Net Leverage Ratio shall not exceed 2.00:1.00, in each case on the date of receipt of such Net Cash Proceeds; (B) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 12 months after the receipt of such Extraordinary Receipts Proceeds (or, if a binding commitment to apply such proceeds is entered into within such 12-month period, 24 months) after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Restricted Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (C) with respect to any Net Cash Proceeds arising from (that are not Extraordinary Receipts Proceeds) realized under a sale, transfer or other disposition, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such sale, transfer or other disposition), 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 12 months after the receipt of such Net Cash Proceeds (or, if a binding commitment to apply such proceeds is entered into within such 12-month period, 24 months) after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated; and provided, further, however, that any Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be applied to the prepayment of Loans as set forth in this Section 2.05(b)(i); and (D) 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 Restricted Subsidiaries for funding the settlement fund described in the definition of “▇▇▇▇▇▇▇ Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. (ii) Upon the incurrence or issuance by any Loan Party or any of its Restricted Subsidiaries of any Debt Issuance(other than Debt expressly permitted to be incurred or issued pursuant to Section 5.02(b)), then the Borrower shall prepay the Loans hereunder in an aggregate principal amount of Advances equal to 100% of such all Net Cash Proceeds not later than received therefrom immediately upon receipt thereof by such Loan Party or such Restricted Subsidiary. (iii) Within five (5) Business Days following after financial statements and the receipt by related certificate of a Responsible Officer of the Borrower or such Subsidiary have been delivered pursuant to Section 5.03(c) for the Fiscal Year ended on December 31, 2013 and for each Fiscal Year thereafter, the Borrower shall (subject to the ECF Prepayment Conditions being satisfied in respect of such Net prepayment) prepay an aggregate principal amount of Advances equal to (A) the Applicable ECF Percentage of Excess Cash Proceeds. The Borrower shall promptly Flow for the Fiscal Year covered by such financial statements, minus (and not later than five (5B) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount of voluntary principal prepayments of the Advances and any accrued but unpaid interest with respect to advances under the 364-Day Tranche Loans before being applied to prepay Revolving Facility (so long as such prepayments of advances under the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be Revolving Facility are accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day a corresponding permanent commitment reduction of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof Revolving Facility) made pursuant to Section 2.172.05(a) hereof or in accordance with the terms of the Revolving Facility Credit Agreement, as the case may be.

Mandatory. So long as (i) If for any reason the commitments Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay the Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or an aggregate amount equal to such excess. (ii) In addition to the loans required payments of principal of the Term Loan set forth in Section 2.07 and any accrued interestoptional or mandatory payments of principal of the Term Loan and the Revolving Credit Loans effected under Sections 2.05(a) and (b)(i), fees the Borrowers shall make the following required prepayments of the Term Loan and other obligations under the Bridge Facilities have been paid in fullRevolving Credit Loans, in each such payment to be made to the event that Administrative Agent for the Borrower benefit of the applicable Lenders within the time period specified below: (A) the Borrowers shall make, or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuancecause each applicable Subsidiary to make, then the Borrower shall prepay the Loans hereunder a prepayment in an amount equal to one hundred percent (100% %) of such the Net Cash Proceeds of each Property Sale by any Borrower or any Subsidiary, each such prepayment to be made immediately upon receipt of the Net Cash Proceeds thereof and upon not later less than five (5) Business Days following Days’ prior written notice to the receipt by Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower or such Subsidiary Borrowers setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Property Sale and the amount of such prepayment; (B) the Borrowers shall make, or cause each applicable Subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds. The Borrower shall promptly (Proceeds of each Debt Issuance, each such prepayment to be made immediately upon receipt of such proceeds and upon not later less than five (5) Business Days following receipt thereof) notify Days’ prior written notice to the Administrative Agent Agent, which notice shall include a certificate of the receipt by the Borrower or any Subsidiary, as applicable, a Responsible Officer of such Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Debt Issuance and the amount of such notice prepayment; (C) the Borrowers shall be accompanied by make, or cause each applicable Subsidiary to make, a reasonably detailed calculation prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds. Each Proceeds of each Equity Issuance, each such prepayment to be made immediately upon receipt of Loans under this clause such proceeds and upon not less than five (b5) shall be applied Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of such Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such Equity Issuance and the amount of such prepayment; (D) the Borrowers shall make, or cause each applicable Subsidiary to make, a prepayment in full equal to one hundred percent (100%) of all Extraordinary Receipts, each such prepayment to be made immediately upon receipt of such proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 Borrowers setting forth in reasonable detail the amount prepaid of such prepayment; and (E) within five (5) Business Days after the financial statements have been delivered pursuant to Section 6.01(a) and the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable related Compliance Certificate has been delivered pursuant to itSection 6.02(a), the Borrower shall pay any amounts due make, or cause each applicable Subsidiary to make, a prepayment equal to the Lenders as Excess Cash Flow Percentage multiplied by the amount of all Excess Cash Flow, which notice shall include a result thereof pursuant to Section 2.17certificate of a Responsible Officer of the Borrowers setting forth in reasonable detail the amount of such prepayment.

Mandatory. So long as (i) If the commitments in respect of each Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Bridge Facilities have been terminated without Aggregate Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the funding 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 loans thereunder or (ii) time and from time to time after the loans and any accrued interestinitial deposit of such Cash Collateral, fees and other obligations under request that additional Cash Collateral be provided in order to protect against the Bridge Facilities have been paid in full, in results of exchange rate fluctuations. If the event that the Borrower Company or any of its Subsidiaries receives Disposes of any property in accordance with and permitted by Section 7.02(f) which results in the realization by such Person of Net Cash Proceeds arising from any Debt IssuanceProceeds, then the Borrower Borrowers shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five immediately upon receipt thereof by such Person (5such prepayments to be applied as set forth in clause (b)(v) Business Days following below). Upon the receipt incurrence or issuance by the Borrower 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, after the Amendment No. 6 Closing Date, 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 Company or such Subsidiary of (such Net Cash Proceedsprepayments to be applied as set forth in clause (b)(v) below). The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify 63 89826417_6 Upon the Administrative Agent of the receipt sale or issuance by the Borrower Company or any Subsidiaryof its Subsidiaries of any of its Capital Stock after the Amendment No. 6 Closing Date (other than any sale or issuance of Capital Stock in connection with employee benefit arrangements), as applicable, the Borrowers shall prepay an aggregate principal amount of such Loans equal to 100% of all Net Cash Proceeds and received therefrom immediately upon receipt thereof by the Company or such notice shall Subsidiary (such prepayments to be accompanied by a reasonably detailed calculation of the Net Cash Proceedsapplied as set forth in clause (b)(v) below). Each prepayment pursuant to the foregoing provisions of Loans under this clause (bSection 2.05(b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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, (x) in the case of an at-the-market (ATM) offering pursuant to clause (b)(iii) above, on the last day of each March, June, September and December and (y) in all other cases, promptly (but in any Eurodollar Loans that are prepaid event within 30 days upon such receipt of proceeds), to prepay on any day other than a pro rata basis based on outstanding balances under each of this Agreement, the Existing Revolving Credit Agreement, the Existing 2015 Term Loan Credit Agreement and the Note Purchase Agreements, in each case, as of the last day of the Interest Period applicable to itfiscal quarter immediately preceding such Disposition or incurrence of Indebtedness or issuance of Capital Stock, as applicable, (A) first, Indebtedness outstanding under the Existing 2015 Term Loan Credit Agreement, and, after all amounts owing under the Existing 2015 Term Loan Credit Agreement have been satisfied in full, Loans outstanding hereunder and under the Existing Revolving Credit Agreement (on a pro rata basis), on the one hand, and (B) certain outstanding amounts owing under the NPA Notes, on the other hand, in each case, it being agreed and understood that any portion of such proceeds offered to, but declined by, the Borrower shall pay any amounts due holders of the NPA Notes (after giving effect to all offers of such proceeds to the Lenders as a result thereof pursuant other holders of the NPA Notes) shall be used to Section 2.17prepay Indebtedness in accordance with subsection (A).

Mandatory. So long as (i) The Borrower shall, on the commitments in respect 90th day following the end of each Fiscal Year, prepay an aggregate principal amount of the Bridge Facilities have been terminated without Advances and, in the funding case of prepayment of any loans thereunder or Eurodollar Rate Advances, such Advances comprising part of the same Eurodollar Tranches, and deposit an amount in the Collateral Account in an amount equal to the Applicable Prepayment Percentage of the Net Excess Cash Flow for such Fiscal Year. (ii) The Borrower shall: (A) on the loans and date of receipt of any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Net Cash Proceeds by any Loan Party or any of its Subsidiaries receives from (x) any Asset Sale by the Parent or any of its Subsidiaries pursuant to Section 6.02(e)(iii) or (y) the incurrence or issuance of any Debt by the Parent or any of its Subsidiaries (other than any Excluded Issuances), and (B) on the Business Day following the 180th day following the receipt of any Net Cash Proceeds arising by any Loan Party or any of its Subsidiaries from any Debt IssuanceAsset Sale referred to in clause (d) or (j) of the definition of Excluded Asset Sale to the extent such Net Cash Proceeds have not been invested or applied as contemplated thereby within such 180 day period, then prepay an aggregate principal amount of the Borrower shall prepay Advances comprising, in the Loans hereunder case of prepayment of any Eurodollar Rate Advances, part of the same Eurodollar Tranches, and deposit an amount in the Collateral Account, in an amount equal to 100% the amount of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or less any Subsidiary, as applicable, amount of such Net Cash Proceeds required to be applied to prepay the Coastal Facility by its terms. (iii) (A) Prior to a Qualified IPO (and such notice shall be accompanied by excluding (i) any transaction constituting a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this Qualified IPO, (ii) any Permitted Investment described in clause (b) of the definition of “Permitted Investments” and (iii) any sale or issuance of Equity Interests in the Parent in a transaction permitted by Section 6.02(f)(vi)), the Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries from the issuance of any Equity Interest in the Parent, prepay an aggregate principal amount of the Advances comprising, in the case of prepayment of any Eurodollar Rate Advances, part of the same Eurodollar Tranches, and deposit an amount in the Collateral Account, in an amount equal to 50% of the amount of such Net Cash Proceeds less any amount of such Net Cash Proceeds required to be applied to prepay the Coastal Facility by its terms and (B) after a Qualified IPO, the Borrower shall, on or prior to the 60th day following the last day of each fiscal quarter of the Parent during any Dividend Suspension Period, prepay an aggregate principal amount of the Advances comprising, in the case of prepayment of any Eurodollar Rate Advances, part of the same Eurodollar Tranches, and deposit an amount in the Collateral Account, in an amount equal to 50% of the increase in the Restricted Payments Basket Amount during such fiscal quarter. (iv) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances and deposit an amount in the Collateral Account in an amount equal to the amount by which (A) the aggregate Revolving Extensions of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. (v) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the Collateral Account an amount sufficient to cause the aggregate amount on deposit in the Collateral Account to equal the amount by which the aggregate undrawn amount of all Letters of Credit then outstanding exceeds the L/C Sublimit on such Business Day. (vi) Subject to clause (vii) below, prepayments of the Revolving Credit Facility made pursuant to clause (i), (ii), (iii) or (iv) above shall be first applied to prepay Advances made as a result of any drawings under Letters of Credit that have not been reimbursed pursuant to Section 3.05 until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding, until such Advances are paid in full and third deposited in the Collateral Account to cash collateralize 100% of the aggregate then undrawn amount of the Letters of Credit then outstanding, and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii) or (iii) above, the amount remaining (if any) after the prepayment in full of the Advances then outstanding and the 100% cash collateralization of the aggregate then undrawn amount of Letters of Credit then outstanding (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being referred to herein as the “Reduction Amount”) may be retained by the Borrower and the Revolving Credit Facility shall be permanently reduced as set forth in Section 2.04(b). Upon the drawing of any Letter of Credit for which funds are on deposit in the Collateral Account, such funds shall be applied to reimburse the Issuing Lender or Revolving Credit Lenders, as applicable. (vii) Any prepayment of Advances pursuant to this Section 2.05(b) (other than clauses (iv) and (v) of this Section 2.05(b)) shall be applied, first, to the Term B Advances, ratably in accordance with the respective principal amounts thereof outstanding; and second, to the Revolving Credit Facility in accordance with clause (vi) of this Section 2.05(b). (viii) If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Advances under this Section 2.05(b), notwithstanding any term of Section 2.05 or 10.04 to the contrary, the Borrower shall have the right, in lieu of making such prepayment in full on the applicable date of prepayment provided in this section, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Advances and shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to applicable Eurodollar Rate Advances at the 364-Day Tranche Loans before being applied to prepay end of the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and current Interest Periods applicable thereto. (ix) All prepayments under this subsection (b) shall be accompanied by made, without premium or penalty, together with accrued interest and fees on the amount prepaid to the date fixed for prepaymentof such prepayment on the principal amount prepaid, plus, in the 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 and together with any amounts due to the Lenders as a result thereof owing pursuant to Section 2.1710.04(c).

Mandatory. So long as (i) The Borrower shall, as soon as practicable and in any event subject to the commitments proviso below within two Business Days after receipt thereof, prepay the outstanding principal amount of Loans (with such prepayment being applied in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or accordance with clause (iiiii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid below) in full, in the event that an aggregate amount equal to all Net Cash Proceeds received by the Borrower or any of its Subsidiaries receives from any Reduction Event; provided that no prepayment shall be required under this Section 2.09(b) unless the aggregate amount of Net Cash Proceeds arising from any Debt Issuancesuch Reduction Event, then together with the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds of any previous Reduction Event that were not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect Loans as a result of this proviso, are at least $10,000,000. (ii) Each prepayment made pursuant to the 18-Month Tranche Loans and this Section 2.09(b) shall be accompanied by made together with any interest accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusof such prepayment on the principal amounts prepaid and, in the case of any Eurodollar Loans that are prepaid prepayment of a Loan on any day a date other than the last day of the an Interest Period applicable to itor at its maturity, any additional amounts which the Borrower shall pay any amounts due be obligated to reimburse to the Lenders as a result in respect thereof pursuant to Section 2.179.04. The Agent shall give prompt notice of any prepayment required under this Section 2.09(b) to the Borrower and the Lenders. (iii) Any prepayment of the Loans pursuant to this Section 2.09 shall be prepaid on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and may not be reborrowed. Any prepayment under this Section 2.09(b) shall be applied first to ABR Loans to the full extent thereof before application to Eurodollar Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04.

Mandatory. So long as (i) Subject to the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or Borrower's rights under clauses (ii) the loans and any accrued interest(iii) of this Section 2.06 below, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceSubsidiaries, then offer to the Borrower shall Lenders to prepay an aggregate principal amount of the Loans hereunder in Advances or deposit into the Collateral Account an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Each such prepayment accepted by the Lenders shall be applied ratably to each of the Term B Facilities on a pro rata basis. Each Lender shall have the right to reject any offered mandatory prepayment under this Section 2.06(b)(i) and, if a Lender does so reject an offered mandatory prepayment, the Borrower shall promptly will offer to the Lenders that have agreed to accept the offered prepayment to prepay to such Lenders ratably the amount of such prepayment so rejected. Any amount of Net Cash Proceeds which all Lenders reject as a mandatory prepayment under this Section 2.06(b) may be retained and used by the Borrower subject to compliance with the other requirements of the Loan Documents. (ii) If either the Trump Plaza or the Trump Marina is sold as permit▇▇▇ ▇y Section 5.02(▇)(▇), ▇▇▇ Loan Party that has sold such property (the Trump Plaza or the Trump Marina, as applicable) m▇▇ ▇▇e the Net Cash ▇▇▇▇▇▇▇▇ ▇▇om such sale to acquire substitute collateral acceptable to the Required Lenders, which substitute collateral, in addition to satisfying all such other conditions as the Required Lenders may require, must be of like-kind with the property sold (unless the Required Lenders, acting in their sole discretion, expressly agree to accept substitute collateral that is not like-kind with that sold), must be subjected to a perfected, first priority Lien securing the Obligations in favor of the Collateral Agent for the benefit of the Lenders granted pursuant to the Collateral Documents in form and substance satisfactory to the Collateral Agent, and must be accompanied by all other agreements, documents and instruments (including, without limitation, policies of title insurance insuring the Collateral Agent's Lien) required by Section 5.01(j). In the event the Net Cash Proceeds from the sale of the Trump Plaza or the Trump Marina as permitted here▇▇ ▇▇e not immediately ▇▇▇▇▇▇▇▇ed into substitute collateral acceptable to the Required Lenders, then such Loan Party that has sold such property must deposit such Net Cash Proceeds in a Collateral Account at a bank acceptable to the Agents, with such Collateral Account and all securities, property or other assets held or contained therein to be pledged to the Collateral Agent as additional Collateral. If substitute collateral acceptable to the Required Lenders is identified and is to be acquired by a Loan Party prior to the first anniversary of the date of the closing of the sale of the Trump Plaza or the Trump Marina, then the Net Cash Proceeds from such sale, to the extent required to complete the purchase of the substitute collateral, will be released from the Collateral Account into which they were placed at the closing of the acquisition of the substitute collateral as if such Net Cash Proceeds were an Advance, so long as all applicable conditions to the Borrower's right to then receive an Advance were satisfied and provided the Loan Parties satisfy all applicable requirements of Section 5.01(j) relating to such substitute collateral. Notwithstanding the foregoing, and without limitation of any of the rights or remedies the Lenders or either Agent, if, (A) at any time such Net Cash Proceeds or any portion thereof remain in the Collateral Account, either (1) a Default exists or (2) the Required Lenders reasonably determine that a Material Adverse Change has occurred, or (B) substitute collateral acceptable to the Required Lenders has not been identified and subjected to a perfected, first priority Lien as required in this Section 2.06(b)(ii) above within 365 days after the date of receipt of the proceeds of the sale of the Trump Plaza or the Trump Marina (as applicable), ▇▇▇▇ the Required Lenders may ▇nstruct the Agents to (and not later than five (5if such instruction is given, the Agents are authorized to and will) Business Days following receipt thereof) notify apply such Net Cash Proceeds and all interest accrued thereon as an optional prepayment under Section 2.06(a). Notwithstanding the foregoing, in the event that a sale of either the Trump Marina or the Trump Plaza constitutes an Ex▇▇▇▇▇▇▇▇▇▇▇ Asset Sale, as such term is defined in the New Notes Indenture, then the Net Cash Proceeds from such sale must first be made available to the Administrative Agent for the benefit of the receipt by the Borrower Lenders and each Lender, in its sole discretion, may elect to either (1) utilize all or any Subsidiary, as applicable, a portion of such Net Cash Proceeds to prepay the Loans, together with payment of the applicable Prepayment Fee and accrued interest to the date of such notice shall be accompanied by a reasonably detailed calculation prepayment on the aggregate principal amount prepaid, or (2) decline to utilize all or any portion of the Net Cash ProceedsProceeds to prepay the Loans. Each In the event any of the Lenders elects to decline to utilize any portion of the Net Cash Proceeds offered to such Lender to prepay the portion of the Loans payable to such Lender, the Net Cash Proceeds not so used to prepay such portion of such Loans may be used by the Borrower for any application allowed under the New Notes Indenture. (iii) Notwithstanding anything to the contrary contained in subsection (b)(i) of this Section 2.06, so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment of Loans Advances would otherwise be required pursuant to subsection (b)(i) of this Section 2.06, the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsection to be applied to prepay Advances on such date are less than or equal to $5,000,000, the Borrower may defer such prepayment until the date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required by such subsections to be applied to prepay Advances exceeds $10,000,000, at which time the aggregate amount of all Net Cash Proceeds received and not applied to prepay Advances shall be required to be offered as a prepayment of Advances in accordance with Section 2.06(b)(i). Upon the occurrence of an Event of Default and upon demand from the Administrative Agent, the Borrower shall immediately prepay Advances 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 Advances by this Section 2.06 (without giving effect to the first and second sentences of this subsection (b)(iii)) but which have not previously been so applied. (iv) All prepayments under this clause subsection (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest made together with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by (A) accrued interest and fees on the amount prepaid to the date fixed for prepaymentof such prepayment on the principal amount prepaid, plus, in the case of (B) 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 Prepayment Fee due to the Lenders hereunder as a result thereof of such prepayment and (c) any amounts owing pursuant to Section 2.179.04(c).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of Except for Protective Advances permitted under Section 2.17, if for any loans thereunder or (ii) the loans reason and for any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event day that the Borrower or Total Outstandings at any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuancetime exceeds the Line Cap at such time, then the Borrower Borrowers shall prepay no later than 2:00 p.m., New York City time on the next succeeding Business Day the Revolving Credit Loans hereunder or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of such Net excess; provided that the Borrowers shall not be required to Cash Proceeds not later than five (5Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to unless after the prepayment in full of the aggregate Revolving Credit Loans and Swing Line Loans the Total Outstandings at such time exceeds the Line Cap at such time; provided, further, that if the circumstances described in this Section 2.05(b)(i) are the result of the imposition of or increase in a Reserve, the Borrowers shall not be required to make the initial prepayment or deposit until the third Business Day following the date on which the Administrative Agent notifies the Parent Borrower of its intent to impose or increase such Reserve. (ii) At all times after the occurrence and during a Cash Dominion Period and notification thereof by the Administrative Agent to the Parent Borrower (subject to the provisions of Sections 6.16 and 8.03), on each Business Day, at or before 1:00 p.m., New York City time, the Administrative Agent shall apply all immediately available funds credited to the Collection Account or otherwise received by Administrative Agent for application to the Obligations, first to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs payable under Section 10.04 and amounts payable under Article 3, but not including principal amount of or interest on any Loan) payable to the Administrative Agent, second to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swing Line Lender and any accrued but unpaid interest L/C Issuer pro rata in accordance with respect the amounts of Unfunded Advances/Participations owed to them on such date), third to payment of all other Obligations then due and payable; and fourth, as the 364-Day Tranche Loans before being applied Parent Borrower may direct. The Borrowers hereby consent to prepay the 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 the 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 2.17such application.

Mandatory. So long as (i) The Borrower shall, on the commitments in respect date of each receipt of the Bridge Facilities have been terminated without Net Cash Proceeds (x) by any direct or indirect owner of a majority of the funding Borrower's Voting Stock (other than Time Warner, Inc.) from the incurrence, sale or issuance of any loans thereunder Permanent Securities (other than common stock of the Borrower) or (iiy) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that by the Borrower or any of its Subsidiaries receives from (A) the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (including without limitation, any Permanent Securities but excluding (1) 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 of its Subsidiaries of any Capital Stock to any Person other than the Borrower or a Subsidiary of the Borrower (including, 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 Callable Advances comprising part of the same Borrowings in an amount equal to the 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, within 3 Business Days after the date of receipt of the Net Cash Proceeds arising by the Borrower or any of its Subsidiaries from any Debt IssuanceAsset Sale or Asset Exchange not referred to in subsection (i) above, then 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 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 Loans hereunder 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 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 Net Cash Proceeds prepayment (the "PREPAYMENT"). 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 the Offer to Prepay is being made pursuant to this Section 2.05(b)(iv); (B) the parties, and the events or 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 Lender 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 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 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 Prepayment owing to such Lender. 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 shall, on the date of occurrence of any Change of Control, prepay the aggregate outstanding principal amount of the Callable Advances in full, together with a premium of 1% on the principal amount prepaid; provided, however, 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. (vi) 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 Non-Call Advances owing to such Lender pursuant to an offer made in the manner described below (each, a "CHANGE OF CONTROL OFFER"), in an amount equal to 101% of 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 "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 rated Investment Grade. Not later than ten Business Days following any Change of Control, the Borrower shall notify the Administrative Agent as to the occurrence of such Change of Control, and the Administrative Agent shall deliver a notice on behalf of the Borrower to each such Lender stating: (A) that the Change of Control Offer is being made pursuant to this Section 2.05(b)(vi); (B) the parties, and the events or circumstances giving rise, to the Change of Control for which such Change of Control Offer is being made, in reasonable detail; (C) the prepayment amount for the Non-Call Advances owing to such Lender and the Change of Control Payment 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 Change of Control Offer 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 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 five (5) 10 Business Days following the receipt by occurrence of a Change of Control. (viii) From and after the Borrower or such Subsidiary issuance of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify Exchange Securities pursuant to the Administrative Agent Exchange Indenture, notwithstanding anything contained herein to the contrary, any amounts required to be applied to the prepayment of the receipt by Rollover Notes hereunder and the Borrower or any SubsidiaryExchange Securities pursuant to, as applicableand in accordance with the terms of, of such Net Cash Proceeds and such notice the Exchange Indenture shall be accompanied by a reasonably detailed calculation of applied ratably in accordance with the Net Cash Proceeds. Each prepayment of Loans 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 clause subsection (b) shall be applied to the prepayment in full of the aggregate principal amount made together with accrued fees and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 of such prepayment on the 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 2.17principal amount prepaid.

Mandatory. So long as (i) If, at any time, the commitments Revolver Usage on such date exceeds the Line Cap then in respect effect, then the Borrowers shall promptly, but in any event within 1 Business Day, prepay Obligations in an aggregate amount equal to the amount of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or such excess. (ii) If the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Parent Borrower or any other Domestic Loan Party: (A) Disposes of its Subsidiaries any ABL Priority Collateral, other than pursuant to clause (B) below or Sections 7.05(b), (d), (e), (f), (g) and (h) (or receives proceeds of any Net Cash Proceeds arising from any Debt Issuancecasualty insurance and condemnation awards with respect to ABL Priority Collateral), then the Parent Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) received therefrom within three Business Days following after the date of receipt thereof by the Parent Borrower or such Subsidiary Domestic Loan Party; provided that in connection with any Disposition of a line of business of the Parent Borrower permitted by Section 7.05 (other than Section 7.05(j)), neither the Parent Borrower nor such Net Cash Proceeds. The Domestic Loan Party shall be obligated to make a mandatory prepayment pursuant to this Section 2.05(b)(ii)(A) so long as (1) the Payment Conditions are satisfied (calculated after delivery by the Parent Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify to the Administrative Agent of a Borrowing Base Certificate calculating and certifying the Borrowing Base after giving pro forma effect to such Disposition) and (2) the Parent Borrower shall have within three Business Days after the date of receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds by the Parent Borrower or such Domestic Loan Party used 100% of Net Cash Proceeds (or such lesser amount as is required to pay the Term Loan Obligations and the Junior Term Loan Obligations in full) with respect to such notice Disposition to prepay Term Loan Obligations pursuant to the terms of the Term Loan Credit Agreement until the Term Loan Obligations are paid in full, and thereafter to prepay Junior Term Loan Obligations pursuant to the Junior Term Loan Credit Agreement until the Junior Term Loan Obligations are paid in full; provided, further that to the extent the Payment Conditions are not then satisfied, the amount of the prepayment required to be made under this Section 2.05(b)(ii)(A) shall equal an amount such that the Payment Conditions would be satisfied on a pro forma basis after giving effect to such prepayment and to the other pro forma adjustments to the Borrowing Base in connection with such Disposition, or (B) Disposes of any ABL Priority Collateral with respect to a Disposition permitted by Section 7.05(j), the Parent Borrower shall (1) prepay Loans in an aggregate amount equal to the amount of Net Cash Proceeds received therefrom within three Business Days after the date of receipt thereof by the Parent Borrower or such Loan Party and (2) promptly after delivery by the Parent Borrower to the Administrative Agent of a Borrowing Base Certificate calculating and certifying the Borrowing Base after giving pro forma effect to such Disposition (which shall be accompanied by a reasonably detailed calculation no later than three Business Days after such Disposition), prepay Term Loan Obligations pursuant to the terms of the Term Loan Credit Agreement until the Term Loan Obligations are paid in full, and thereafter prepay Junior Term Loan Obligations pursuant to the Junior Term Loan Credit Agreement until the Junior Term Loan Obligations are paid in full, in an aggregate amount not to exceed the lesser of (x) the Net Cash Proceeds. Each Proceeds of ABL Priority Collateral received from such Disposition and (y) the amount of Loans that may be borrowed on such payment date such that the Payment Conditions would be satisfied on a pro forma basis after giving effect to such prepayment of Loans under this clause (b) shall be applied Term Loan Obligations and/or Junior Term Loan Obligations and to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect other pro forma adjustments to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest Borrowing Base in connection 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 the 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 2.17such Disposition.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (ii) If (1) any member of the loans and Bank Group or the Company Disposes of any accrued interestproperty or assets (other than (I) the first $20,000,000 of each Content Transaction or (II) any Disposition of any property or assets permitted by Section 7.05(b)(i) to 7.05(b)(xxxv)) or (2) any Casualty Event occurs, fees and other obligations under which results in the Bridge Facilities have been paid in fullrealization or receipt by any member of the Bank Group of Net Proceeds, the Borrowers shall cause to be prepaid on the date of the realization or receipt by any member of the Bank Group of such Net Proceeds (or, in the event of Net Proceeds which may be reinvested pursuant to the definition thereof, on the date such reinvestment period expires), subject to clause (b)(vii) of this Section 2.05, an aggregate principal amount of Loans in an amount to ensure that the Borrower Company would not be in breach of the Financial Covenants on a Pro Forma Basis as of the most recent Compliance Date after taking into account such Dispositions and prepayments (but ignoring such Net Proceeds for purposes of determining compliance); provided that if at the time that any such prepayment would be required, the Company (or any Restricted Subsidiary) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations under Term Loans and Revolving Credit Loans required to be secured on a first lien basis) pursuant to the terms of its Subsidiaries receives any Net Cash Proceeds arising from any the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt Issuance(or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower Borrowers may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans hereunder in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(ii) shall be required where the amount of any such prepayment would be less than the greater of $50,000,000 and 2.0% of Total Assets. (iii) If any member of the Bank Group incurs or issues any Indebtedness after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, the Borrowers shall cause to be prepaid 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 of receipt by such member of the Bank Group of such Net Cash Proceeds. (iv) If any Borrower incurs or issues any Refinancing Loans (or Refinancing Equivalent Debt) resulting in Net Proceeds not later than (as opposed to such Refinancing Loans or Refinancing Equivalent Debt arising out of an exchange of existing Term Loans for such Refinancing Loans or Refinancing Equivalent Debt), such Borrower (or the Company on its behalf) shall cause to be prepaid 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 following after the receipt by the such Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower . (v) If for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and L/C Obligations at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay 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 Borrowers 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) Each prepayment of Term Loans pursuant to Section 2.05(b) (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as requested by the Company in the notice delivered pursuant to clause (vii) below, to any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding, (B) shall be applied, with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the Company in the applicable notice and not later (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 (vii) of this Section 2.05(b). Notwithstanding clause (A) above, (1) in the case of prepayments pursuant to Section 2.05(b)(iv), such prepayment shall be applied in accordance with this clause (vi) solely to those applicable Classes of Term Loans selected by the Company and specified in the applicable Refinancing Amendment or notice (i.e., the applicable Refinanced Debt or Refinanced Term Loans) and (2) any Additional Facility Joinder Agreement or Extension Amendment may provide (including on an optional basis as elected by the Company) for a less than five ratable application of prepayments to any Class of Term Loans established thereunder. (5vii) Business Days following receipt thereof) The Company shall notify the Administrative Agent in writing of the receipt any mandatory prepayment of Term Loans required to be made by the Borrower or any Subsidiary, as applicable, Borrowers pursuant to clauses (ii) and (iii) of this Section 2.05(b) at least two (2) Business Days prior to the date of such Net Cash Proceeds and prepayment (unless otherwise agreed by the Administrative Agent). Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsaggregate amount of such prepayment to be made by the Borrowers. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Company’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 (ii) and (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding 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 shall be offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans under of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall, after application towards any mandatory prepayment of Second Lien Term Loans, be retained by the Company (such remaining Declined Proceeds, the “Company Retained Prepayment Amounts”). (viii) Notwithstanding any other provisions of this clause Section 2.05, (bi) shall to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the prepayment times provided in full this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the aggregate principal amount Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Company has determined in good faith that repatriation of any accrued but unpaid interest of or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event attributable to Foreign Subsidiaries would have material adverse tax consequences (as determined in good faith by the Company) with respect to the 364-Day Tranche Loans before being such Net Proceeds, such Net Proceeds so affected will not be required to be applied to prepay repay Term Loans at the aggregate principal amount and any accrued times provided in this Section 2.05(b) but unpaid interest with respect may be retained by the applicable Foreign Subsidiary. (ix) Upon becoming aware of a Change of Control: (A) The Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, shall promptly notify the Administrative Agent; and (B) if the Required Lenders so require, the Administrative Agent shall, by not less than 30 Business Days’ notice to the 18-Month Tranche Loans Company, cancel each Facility and shall be accompanied by declare all outstanding Borrowings, together with accrued interest and fees on all other relevant amounts accrued under the amount prepaid to the date fixed for prepaymentLoan Documents immediately due and payable, plus, in the 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 whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due to the Lenders as a result thereof pursuant to Section 2.17and payable.

Mandatory. So long as (i) the commitments in respect The Borrowers shall within two Business Days of each receipt of the Bridge Facilities have been terminated without Net Cash Proceeds by either Borrower or any of their Subsidiaries from (A) any Asset Sale, subject to the funding provisions set forth in Section 6.5, (B) the incurrence or issuance by either Borrower or any of their Subsidiaries of any loans thereunder Indebtedness, excluding, however, any Net Cash Proceeds from any incurrence or issuance of Indebtedness pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(e), Section 6.2(f) or 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 (iigiving pro forma effect to such incurrence or issuance) under all of the Existing Credit Agreements exceeds $9,000,000,000, and (C) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the sale or issuance by either Borrower or any of its Subsidiaries receives of any Net Cash Proceeds arising from Equity Interests (including, without limitation, receipt of any Debt Issuancecapital contribution) other than the sale or issuance of any Subsidiary's Equity Interests (including, then 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 the Borrower shall prepay the Loans hereunder Advances in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Borrower . (ii) Upon the occurrence of a Change of Control, the Borrowers shall promptly (give the Lenders written notice of such Change of Control within one Business Day of such occurrence and not later than five (5) each Lender shall have the right to require the Borrowers to prepay in full the Advances owing to such Lender by giving the Borrowers written notice of its election to exercise such right within ten Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, notice of such Net Cash Proceeds and Change of Control. If one or more Lenders shall elect to exercise such notice right, the Borrowers shall be accompanied by a reasonably detailed calculation prepay in full the Advances owing to such Lenders on the fifteenth Business Day following the occurrence of the Net Cash Proceeds. Each prepayment such Change of Loans Control. (iii) All prepayments under this clause subsection (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest made together with respect to the 364-Day Tranche Loans before being applied to prepay the 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 of such prepayment on the 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 2.17principal amount prepaid.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceRestricted Subsidiary conducts an Asset Sale, then the Borrower shall prepay cause to be prepaid all Net Proceeds as are required to be prepaid pursuant to Section 6.08; and (ii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.07, the Borrower shall cause to be prepaid an aggregate principal amount of Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than received therefrom on or prior to the date which is five (5) Business Days following after the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. . (iii) (X) Each prepayment of Loans pursuant to this Section 2.03(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.05(a); and (Y) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject to clause (vi) of this Section 2.03(b). (A) The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) 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 2.03(b) at least three (3) Business Days prior to the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each 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. (B) Subject to the pro rata application within any Class of Loans, the Borrower may allocate such prepayment in its sole discretion among the Class or Classes of Loans as the Borrower may specify, subject only to the following limitations: the Borrower shall not allocate to Extended Term Loans of any Term Extension Series any mandatory prepayment made pursuant to this Section 2.03(b) unless such prepayment is accompanied by at least a pro rata prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Existing Term Loan Class, if any, from which such Extended Term Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche were exchanged (or such Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Existing Term Loan Class have otherwise been repaid in full).

Mandatory. So long as The Borrowers shall make a prepayment of the Loans until Paid in Full upon the occurrence of any of the following events at the following times and in the following amounts: (i) the commitments Concurrently with, and, in respect of each any case, no later than within five (5) Business Days of the Bridge Facilities have been terminated without the funding of receipt by any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower Loan Party or any of its their Subsidiaries receives of any Net Cash Proceeds arising from any Debt IssuanceAsset Sale or Recovery Event, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five which exceeds $500,000; provided that, (5x) Business Days following so long as no Event of Default shall have occurred and be continuing, and (y) upon written notice to the Administrative Agent, the Borrowers, directly or through one or more of their Subsidiaries, shall have the option to invest such Net Cash Proceeds within 150 days of receipt thereof in assets of the general type used in the business of the Loan Parties and their Subsidiaries (provided that, if, prior to the expiration of such 150-day period, the Loan Parties, directly or through their Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the expiration of an additional 90-day period, such 150-day period shall be extended to the date provided for such investment in such binding agreement); provided, further that, except during a Cash Dominion Period, only the Net Cash Proceeds received from Asset Sales of Accounts constituting Collateral shall be required to prepay the Loans pursuant to this Section 2.10(b)(i). (ii) [Intentionally Omitted]. (iii) Concurrently with the receipt by the Borrower any Loan Party or such Subsidiary any of their Subsidiaries of any Net Cash Proceeds from any issuance of any Indebtedness of any Loan Party or any of their Subsidiaries (excluding Indebtedness permitted by Section 6.2), in an amount equal to 100% of such Net Cash Proceeds. The Borrower . (iv) [Intentionally Omitted]. (v) [Intentionally Omitted]. (vi) Except with respect to Overadvance Loans and Protective Advances that are not required to be repaid under Sections 2.23 and 2.24, if, at any time, the aggregate amount of the Lenders’ Revolving Credit Exposure (excluding for this purpose any outstanding Letters of Credit that have been Cash Collateralized) exceeds the Line Cap then in effect, the Borrowers shall promptly (and not later than five in any event, within one (51) Business Days following receipt thereofDay after the date when such excess first arose) notify (i) repay the Revolving Loans and/or Swingline Loans in an amount necessary to eliminate such excess and (ii) if, after giving effect to the repayment in full of all outstanding Revolving Credit Loans such excess has not been eliminated, Cash Collateralize the outstanding Letters of Credit. (vii) During a Cash Dominion Period, the Loans shall be repaid daily in accordance with the provisions of Section 5.19. (viii) Mandatory prepayments of the Loans shall be applied, first, to prepayment of the Swingline Loans (and related accrued interest and fees); second, if all Swingline Loans have been paid in full, to repayment of outstanding LC Disbursements (and related accrued interest and fees); third, if all Swingline Loans and outstanding LC Disbursements have been paid in full, to prepayment of the Revolving Loans (and related accrued interest and fees); and fourth, if all Swingline Loans, outstanding LC Disbursements and Revolving Loans have been paid in full, to Cash Collateralize all LC Obligations, if any, in an amount equal to 105% of such LC Obligations, on terms, pursuant to documentation, and in form and substance reasonably satisfactory to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period each applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Issuing Bank.

Mandatory. So long as (i) the commitments in respect Within three (3) Business Days after receipt of each any net proceeds of the Bridge Facilities have been terminated without FEMA Make Whole after the funding Closing Date in excess of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that $140.0 million by the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt IssuanceSubsidiary, then the Borrower shall prepay the an aggregate principal amount of Loans hereunder in an amount equal to 100% of such FEMA Make Whole proceeds on such date. (ii) Subject to clause (vi) below, if (x) 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 Cash Proceeds not later than (any such transaction or series of related transactions being a “Relevant Transaction”), the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Proceeds and the Borrower shall, prepay an aggregate principal amount of Term Loans in an amount equal to such Net Proceeds received in the aggregate since the Closing Date received from such Relevant Transaction within five (5) Business Days following the of receipt thereof by the Borrower or such Subsidiary 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 Net Cash Proceeds. 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 promptly notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to clauses (and not later than i) through (iv) of this Section (b) at least five (5) Business Days following receipt thereof) notify prior to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsaggregate 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 declined amounts, the “Declined Proceeds”) of Term Loans under this clause required to be made by providing written notice (beach, a “Rejection Notice”) shall be applied to the prepayment in full of Administrative Agent and the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Borrower no later than 5:00 p.m. (New York City time) one (1) Business Day Tranche Loans before being applied to prepay the 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 prior to the date fixed for of such prepayment, plus, in . Each Rejection Notice from a given Lender shall specify the case of any Eurodollar Loans that are prepaid on any day other than the last day principal amount of the Interest Period applicable mandatory repayment of Term Loans to it, the Borrower shall pay any amounts due be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Lenders as a result thereof pursuant Administrative Agent within the time frame specified above or such Rejection Notice fails to Section 2.17specify 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 shall be retained by the Borrower.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities Within five (5) Business Days after financial statements have been terminated without delivered pursuant to Section 6.01(a) and the funding related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of any loans thereunder or 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) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any of its Subsidiaries receives Restricted Subsidiary incurs or issues any Net Cash Proceeds arising from any Debt IssuanceIndebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, then the Borrower shall prepay the cause to be prepaid an aggregate principal amount of Loans hereunder in an amount equal to 100% of such all Net Cash Proceeds not later than received therefrom on or prior to the date which is five (5) Business Days following after the receipt by the Borrower or such Subsidiary of such Net Cash 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 promptly (and not later than five (5) Business Days following receipt thereof) 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 receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full The Administrative Agent will promptly notify each Lender of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar Loans that are prepaid on any day other than the last day contents of the Interest Period applicable to it, Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17prepayment.

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that the Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the case of any Eurodollar 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. So long as (i) If for any reason Availability is less than $0, the commitments Borrowers shall prepay Advances within fifteen (15) Business Days in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder an aggregate amount necessary to cause Availability to be greater than or equal to $0. (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in In the event that the a Borrower or any affiliate thereof receives payment in cash of its Subsidiaries receives any Net Cash Proceeds arising from amount due to such Borrower or affiliate by reason of an adjustment or proration pursuant to Section 3.1 of the Acquisition Agreement or by reason of an adjustment to the “Purchase Price” (as defined in the Acquisition Agreement) of any Debt IssuanceAcquired Property, then the Borrower shall Borrowers shall, within three (3) Business Days’ of such receipt, prepay the Term Loans hereunder in an amount at least equal to 10050% of such Net Cash Proceeds not later than five (5) Business Days following the receipt by the Borrower or such Subsidiary amount of such Net Cash Proceeds. The Borrower shall promptly payment. (and not later than five (5iii) Business Days following receipt thereof) notify the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under pursuant to this clause (bSection 2.06(b) shall be applied to the prepayment in full of Term Loan Facility, the aggregate principal amount Delayed Draw Term Facility and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans each Incremental Term Loan Facility, on a pro rata basis (and shall be accompanied by applied ratably to each Term Loan Lender, Delayed Draw Term Lender and each Incremental Term Loan Lender in accordance with each such Lender’s Pro Rata Share of the applicable Facility). (iv) All prepayments under this subsection (b) shall be made together with accrued interest and fees on the amount prepaid to the date fixed for prepaymentof such prepayment on the principal amount prepaid, plus, in the case and if any prepayment of any Eurodollar Loans that are prepaid a Term SOFR Advance is made on any day a date other than the last day of the an Interest Period applicable to itfor such Advance, the Borrower Borrowers shall also pay any amounts due to the Lenders as a result thereof owing pursuant to Section 2.179.04(c).

Mandatory. So long as Mandatory partial principal payments, together with the Prepayment Premium then due in respect of such payment, if any, shall be due from time to time if, (i) due to an increase in the commitments in respect aggregate amount of each Unsecured Indebtedness of the Bridge Facilities have been terminated without Consolidated Group or any reduction in the funding Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Consolidated Group (excluding from such Unsecured Indebtedness any loans thereunder Guarantee Obligations) shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without limiting the loans and effect of any accrued interestother provision of this Agreement requiring such a principal payment, fees and other obligations the aggregate then outstanding Advances made hereunder in any Class under Section 2.1 and/or 2.22 shall be in excess of the Bridge Facilities have been paid in full, applicable Term Loan Commitments for such Class. Such principal payments shall be in the event that amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the Borrower or case of any of its Subsidiaries receives any Net Cash Proceeds such reduction arising from any Debt Issuanceresults reported in a quarterly financial statement of Borrower and related Compliance Certificate, then the Borrower shall prepay the Loans hereunder in an amount equal to 100% of such Net Cash Proceeds not later than five ten (510) Business Days following the receipt by the Borrower or such Subsidiary after delivery of such Net Cash Proceeds. The Borrower shall promptly quarterly financial statement and Compliance Certificate under Section 6.1 evidencing such reduction or (and not later than five ii) in all other cases, ten (510) Business Days following after Borrower’s receipt thereof) notify of written notice from the Administrative Agent of the receipt by the Borrower or existence of any Subsidiary, as applicable, condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence in support of such Net Cash Proceeds and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Loans under this clause (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the 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 the 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 2.17determination).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or [Reserved]. (iiA) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in the event that If the Borrower or any Restricted Subsidiary Disposes of its Subsidiaries receives any property or assets (other than any Disposition of any property or assets permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (o)) which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds arising from any Debt Issuance, then the Borrower shall prepay the an aggregate principal amount of Term Loans hereunder in an amount equal to 100% of all Net Cash Proceeds received minus (1) the amount of Net Cash Proceeds used to fund any prepayment of Indebtedness made under the Opco Credit Agreement or pursuant to the terms of any other Indebtedness of Opco or its Restricted Subsidiaries and (2) the amount of Net Cash Proceeds used to fund any prepayment or purchase of any Other Applicable Indebtedness; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing); provided further that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Indebtedness of the Borrower that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition (such Indebtedness (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (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)), at the option of the Borrower, the Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds in assets useful for its business within (x) twelve (12) months (or, in the case of a Disposition of property located outside the United States 540 days) 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 this clause (y) shall not operate to reduce the timeframe for reinvestment from a minimum of twelve (12) months or, in the case of property located outside the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ days following receipt of Net Cash Proceeds) and (ii) if any Net Cash Proceeds are not so reinvested within such reinvestment period or are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.05. (iii) [Reserved]. (iv) 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 (other than, in the case of Indebtedness incurred pursuant to Section 7.03(x), any refinancing of such Indebtedness incurred pursuant to such Section 7.03(x)), the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom minus the amount of such Net Cash Proceeds used to fund a prepayment pursuant to Section 2.05(b)(iv) of the Opco Credit Agreement or by the terms of other Indebtedness of Opco or its Restricted Subsidiaries upon incurrence of such Indebtedness. (v) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that (and for so long as) any of or all the Net Cash Proceeds of any asset sale or other Disposition by a Restricted Subsidiary (other than the Borrower) giving rise to mandatory prepayment pursuant to Section 2.05(b)(ii) (each such Disposition, a “Specified Asset Sale”), as applicable, are prohibited or delayed by applicable local Law from being repatriated to the jurisdiction of organization of the Borrower, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Restricted Subsidiary so long as the applicable local Law will not permit such repatriation to the Borrower (the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by applicable local Law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days following after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the receipt by repayment of the Term Loans pursuant to this Section 2.05(b), and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or such Subsidiary all the Net Cash Proceeds of any Specified Asset Sale to the jurisdiction of organization of the Borrower would have a material adverse tax consequence with respect to such Net Cash Proceeds. , the Net Cash Proceeds so affected may be retained by the applicable Restricted Subsidiary; provided that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05(b)(ii), the Borrower causes to be applied an amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds had been received by the Borrower rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been so repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Restricted Subsidiary (but without duplication of any taxes deducted in calculating such Net Cash Proceeds)) in satisfaction of such prepayment requirement. (vi) Except for any prepayments pursuant to Section 10.07(l) which shall in each case be applied as provided in such Section, (A) each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to the repayment of the Loans until paid in full; and unless otherwise provided herein, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares (prior to giving effect to any rejection by any Lender of any such prepayment pursuant to clause (vii) below), subject to clause (vii) of this Section 2.05(b) and (B) on and after the borrowing of any Other Term Loans, the prepayments referred to in this Section 2.05(b) shall be allocated among each Class of Term Loans pro rata based on the aggregate outstanding principal amount of the Term Loans of each such Class unless otherwise agreed among the Borrower and the lenders providing Other Term Loans in accordance with Section 2.15 (it being understood that the initial Term Loans shall not be allocated any less than such Classes’ pro rata share of such prepayment). (vii) The Borrower shall promptly notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (and not later than i) through (v) of this Section 2.05(b) at least five (5) Business Days following receipt thereof) notify prior to the Administrative Agent of the receipt by the Borrower or any Subsidiary, as applicable, date of such Net Cash Proceeds and prepayment. Each such notice shall be accompanied by specify the date of such prepayment and provide a reasonably detailed calculation of the Net Cash Proceedsamount of such prepayment. Each The Administrative Agent will promptly notify each Lender of the contents of any such prepayment notice and of Loans under this clause such Lender’s Pro Rata Share of the prepayment. Any Lender (ba “Declining Lender,” and any Lender which is not a Declining Lender, an “Accepting Lender”) shall be applied may elect, by delivering not less than four (4) Business Days prior to the proposed prepayment in full of the aggregate principal amount and date, a written notice (such notice, a “Rejection Notice”) that any accrued but unpaid interest mandatory prepayment otherwise required to be made with respect to the 364-Day Tranche Term Loans before being held by such Lender pursuant to clauses (i) through (v) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall instead be retained by the Borrower (for itself and on behalf of its Restricted Subsidiaries). If a Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. (viii) Upon the occurrence of a Change of Control, each Lender will have the right, subject to the provisions of this clause (viii), to require the Borrower to prepay all or any part of such Lender’s Term Loans at a prepayment price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, except to the extent the Borrower has previously elected to prepay the aggregate Term Loans pursuant to Section 2.05(a). Within 30 days following the date upon which the Change of Control occurred, except to the extent the Borrower has previously elected to prepay the Term Loans pursuant to Section 2.05(a), the Borrower shall send a notice (a “Change of Control Offer”) to the Administrative Agent. Such notice shall state, among other things, the prepayment date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent to the Administrative Agent (the “Change of Control Payment Date”). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. On the Change of Control Payment Date, if the Change of Control shall have occurred, the Borrower shall prepay all Term Loans properly tendered pursuant to the Change of Control Offer, at a prepayment price equal to 101% of the principal amount thereof, plus accrued 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 interest, if any, to the date fixed of prepayment. Notwithstanding the foregoing, the Borrower will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this clause (viii) applicable to a Change of Control Offer made by the Borrower and prepays all Term Loans validly tendered and not withdrawn under such Change of Control Offer. In order to accept any Change of Control Offer, a Lender shall notify the Administrative Agent in writing at its address for prepayment, plusnotices contained in this Agreement prior to close of business on the third Business Day prior to the Change of Control Offer Election Time of such Lender’s election to require the Borrower to prepay all or a portion of such Lender’s Loans pursuant to such Change of Control Offer (which, in the case of any Eurodollar election to require less than all of such Lender’s Loans that are to be prepaid on any day other than in such Change of Control Offer, shall be in a minimum principal amount of $1,000,000 or an integral multiple thereof (or, if less, the last day entire amount of such Lender’s Loan)), including the pro rata portion of the Interest Period applicable amount attributed to itPIK Interest, and shall specify the amount of such Lender’s Loans which such Lender requests be prepaid in such Change of Control Offer. In order to validly withdraw any election with respect to any Put Loans in any Change of Control Offer, the Borrower Lender holding such Put Loans shall pay any amounts due notify the Administrative Agent in writing at its address for notices contained in this Agreement prior to the Lenders as Change of Control Offer Election Time of such Lender’s election to withdraw such Put Loans from such Change of Control Offer, which notification shall include a result thereof copy of such Lender’s previous notification electing to have its Put Loans prepaid in such Change of Control Offer and shall state that such election is withdrawn. The Administrative Agent shall from time to time, upon request by the Borrower (but in any event, three (3) Business Days prior to the Change of Control Offer Election Time and on the Change of Control Offer Election Time), advise the Borrower of the amount of Put Loans with respect to any Change of Control Offer. (ix) Notwithstanding anything to the contrary, (i) no prepayments of Loans shall be required or permitted pursuant to Section 2.172.05(b)(ii) and (v) unless (A) such prepayment (and any restricted payments capacity among Opco and its Restricted Subsidiaries required for any Restricted Payment to the Borrower in order for the Borrower to make such prepayment) is not prohibited under any Credit Agreement or (B) all obligations outstanding under any Credit Agreement shall have been paid in full (exclusive of any contingent indemnification obligations) and (ii) no prepayments of Loans shall be required pursuant to Section 2.05(b)(ii) and (v) except to the extent of, and not to exceed, the amount of Net Cash Proceeds required to be applied toward such prepayment after any required payment of the obligations under any Credit Agreement and any other Indebtedness of Opco and its Restricted Subsidiaries (it being understood that (x) amounts actually applied toward prepayment of the obligations under any Credit Agreement or any other Indebtedness of Opco and its Restricted Subsidiaries shall reduce the amount required to be applied toward prepayments hereunder and (y) amounts declined by the “Lenders” pursuant to Section 2.05(b)(vii) of the Opco Credit Agreement shall be required to be applied as a mandatory prepayment hereunder).

Mandatory. So long as (i) the commitments in respect of each of the Bridge Facilities have been terminated without the funding of any loans thereunder or (ii) the loans and any accrued interest, fees and other obligations under the Bridge Facilities have been paid in full, in In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries receives any Domestic Subsidiary, the Borrower shall, within five Business Days after such Net Cash Proceeds arising from any Debt Issuanceare received, then pay or cause to be paid to the Borrower shall prepay Administrative Agent for the Loans hereunder account of the Lender Parties an aggregate principal amount of the Advances comprising part of the same Borrowing, in an aggregate amount equal to 100% of such Net Cash Proceeds not later than five Proceeds, provided that, in the case of any event described in clause (5a) Business Days following or (c) of the receipt by the Borrower or such Subsidiary definition of such “Net Cash Proceeds. The Borrower shall promptly (and not later than five (5) Business Days following receipt thereof) notify the Administrative Agent of the receipt by ”, if the Borrower or any Subsidiary, as applicable, Subsidiary applies the Net Cash Proceeds from such event (or a portion thereof) (i) within 365 days after receipt of such Net Cash Proceeds and (ii) at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within five Business Days after such notice Net Cash Proceeds are received a certificate of a Responsible Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no prepayment shall be accompanied by a reasonably detailed calculation required pursuant to this paragraph in respect of the Net Cash ProceedsProceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 365 days (or, if committed during such 365 days to be so applied, within 180 days of the end of such 365 days), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. Each such prepayment shall be applied to the installments of Loans Term Facility pro rata. (ii) All prepayments under this clause subsection (b) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest made together with respect to the 364-Day Tranche Loans before being applied to prepay the 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 prepaymentof such prepayment on the principal amount prepaid, plus, in the 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 together with any amounts due to the Lenders as a result thereof owing pursuant to Section 2.172.11 and Section 10.04(c).