Common use of Mandatory Clause in Contracts

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; and

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to 100% the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such Person; provided thatprepayment would be required, the proceeds Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of any Disposition permitted by Section 7.05(g) shall not constitute the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans and the 2022 Incremental Term B- 2 Loans on a pro rata basis in accordance with the terms hereof to the prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans, as applicable, and the amount of prepayment of the Initial Term Loans and the 2022 Incremental Term B-2 Loans that would have otherwise been required pursuant to this Section 2.06(b)(i) shall be reduced accordingly and (y) to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (Aand in any event within ten (10) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from Business Days after the date of receipt thereof or (Bsuch rejection) if be applied to prepay the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property Initial Term Loans and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from 2022 Incremental Term B-2 Loans on a pro rata basis in accordance with the date the ownership to the sold assets is transferred to the buyer of such propertyterms hereof; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; and91

Mandatory. (i) If the Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of any property such proposed Disposition or Event of Loss (other than any Disposition including the amount of any property permitted by Section 7.05(g)) which results in the realization by such Person of estimated Net Cash ProceedsProceeds to be received by the Borrower or such Guarantor in respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, subject to shall prepay the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds immediately upon receipt thereof by are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents or to the extent not so repaired or replaced, apply such Person; provided thatNet Cash Proceeds to promptly prepay such Obligations, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the proceeds Borrower not exceeding $250,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition permitted not covered by Section 7.05(gclause (y) above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Guarantor intends to reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or other assets useful in the Borrower’s or such Guarantor’s business, then the Borrower shall not constitute be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent that (A) such proceeds Net Cash Proceeds are actually reinvested in replacement properties or assetssuch similar assets within such 180-day period. Promptly after the end of such 180-day period, or other productive properties or assets, acquired by the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by Guarantor has reinvested such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in such similar or other useful assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (ii) if such amount is not so expended, the first day following the date such amount was contractually committed to be expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property or in any permitted reinvestment.; and

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries Disposes in respect of any its property (other than any Disposition of any property permitted by Section 7.05(g)) which results in or assets, after the realization by such Person first $20,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $3,000,000 for any one event or series of related events, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to thereof may be reinvested so long as within 12 months after the extent that receipt of such proceeds are reinvested in replacement properties Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or assetsunreasonably delayed, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person and is substantially completed within 180 days from 24 months after the date of receipt thereofof such Net Cash Proceeds, and (C) on the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.; and

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the relevant Borrower shallshall cause to be prepaid on the date of the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this clause (ii), on the date such reinvestment period expires), subject to the prior application clause (b)(vii) of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceedsthis Section 2.05, prepay an aggregate principal amount of Loans equal in an amount which is the lesser of (a) the Net Available Cash from such Asset Disposition and (ii) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance); provided thatthat at the option of the Borrowers, the proceeds Borrowers may use all or any portion of any the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the date end of receipt thereof or such 12 month period (B) if the applicable Borrower or Subsidiary intends “Reinvestment End Date”), then such remaining portion shall be required to acquire replacement properties or assetsprepay the Loans (to the extent otherwise required by this clause (b)(ii)), or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties date or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property termination; and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, if at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of any Casualty Event such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash 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 constitute Net Cash Proceeds exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent that the holders of Other Applicable Indebtedness decline to have such proceeds are reinvested indebtedness repurchased or prepaid, the declined amount shall promptly (and in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person any event within 180 days from ten (10) Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and provided further that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $200,000,000 and 3.0% of Total Assets.; and

Mandatory. (i) If the Parent, the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results Loss resulting in the realization by such Person of Net Cash ProceedsProceeds in excess of $1,000,000 (or the equivalent thereof in another currency) individually or on a cumulative basis in any fiscal year of the Parent, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Parent, the Borrower shallor such Subsidiary in respect thereof) and (y) promptly upon receipt by the Parent, subject to the prior application Borrower or the Subsidiary of such the Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsDisposition or Event of Loss, the Borrower shall prepay the Term Loans in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds immediately upon receipt thereof by such Person(or to all outstanding Loans and L/C Obligations if an Event of Default exists); provided thatthat in the case of each Disposition and Event of Loss, if the Parent or the Borrower states in its notice of such event that the Parent, the proceeds Borrower or the applicable Subsidiary intends to reinvest, within 90 days of any the applicable Disposition permitted by Section 7.05(g) or receipt of Net Cash Proceeds from an Event of Loss, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition or Event of Loss, then so long as no Default or Event of Default then exists, the Borrower shall not constitute be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent that (A) such proceeds Net Cash Proceeds are actually reinvested in replacement properties or assetssuch similar assets with such 90-day period. Promptly after the end of such 90-day period, or other productive properties or assetsthe Borrower shall notify the Administrative Agent whether the Parent, acquired by the Borrower or a such Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with has reinvested such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in such similar assets, and to the extent that such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Term Loans in the amount of such Net Cash Proceeds not so reinvested (or to all outstanding Loans and L/C Obligations if an Event of Default exists). The amount of each such prepayment shall be applied on a ratable basis among the relevant outstanding Obligations of the several Lenders based on the principal amounts thereof. If a Default or Event of Default exists, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at the Borrower's direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property.; and

Mandatory. (ii)If (1) If the Borrower Parent or any of its Subsidiaries Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(g7.04 (excluding dispositions permitted by Section 7.04(l), (t), (ut) and (v)) which or (2) any Casualty Event occurs, in each case, that results in the realization or receipt by Parent or such Person Restricted Subsidiary of Net Cash ProceedsProceeds in excess of $15 million, the Borrower shall, subject Borrowers shall cause to be prepaid on or prior to the prior application date which is ten (10) Business Days after the date of the realization or receipt by Parent, such Borrower or Restricted Subsidiary of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrowers (or any Restricted Subsidiary) are required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt, the Senior Secured Notes or any Permitted Debt Offering incurred under Section 7.02(b)(xxiii) that is secured on a pari passu basis with the Obligations (or any Refinancing Indebtedness in respect of the foregoing that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt, Senior Secured Notes or Permitted Debt Offering (or any Refinancing Indebtedness in respect of the foregoing) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers (or any Restricted Subsidiary) may apply such Net Cash Proceeds immediately upon receipt thereof by on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such Persontime; provided thatprovided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of any Disposition permitted by 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 7.05(g2.05(b)(i) shall not constitute Net Cash Proceeds be reduced accordingly; provided, further, that to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (Aand in any event within ten (10) Business Days after the date of such proceeds are reinvested rejection) be applied to prepay the Term Loans in replacement properties accordance with the terms hereof; provided, further, that, if Parent or assetsany of its Restricted Subsidiaries intend to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable repair assets useful in the business of Parent or any of its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the applicable assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within 180 days from twelve (12) months of such receipt, the Borrowers shall not be required to apply such portion of such Net Proceeds to prepay the Term Loans pursuant to this Section 2.05(b)(i) (it being understood that if any portion of such Net Proceeds are not so used within such twelve (12) month period but within such twelve (12) month period are contractually committed to be used, then such twelve (12) month period shall be extended by six (6) months, and any such remaining portion shall be applied pursuant to this Section 2.05(b)(i) as of the end of such six (6) month extension, or, if such contract is terminated or expires after the end of the initial twelve (12) month period, on date of receipt thereof such termination or (B) if the applicable Borrower or Subsidiary intends expiry without giving effect to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofthis proviso).; and

Mandatory. (i) If the Borrower Upon receipt by any Loan Party or any of its --------- Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsProceeds from any Asset Disposition, the Borrower shall, subject shall prepay the then outstanding Advances in an amount equal to the prior application one- hundred percent (100%) of such Net Cash Proceeds pursuant to payable concurrently with consummation of such Asset Disposition; provided that no such prepayment -------- need be made (1) unless the provisions Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be made in the amount of the Senior Credit Facility regarding entire Asset Disposition) or until the application of such cumulative Net Cash Proceeds, prepay an aggregate principal Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of Loans equal the Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to 100% be exceeded), except that the terms of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by this Section 7.05(g) shall not constitute Net Cash Proceeds be applicable with respect to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired Asset Dispositions by the Borrower or a any Subsidiary of a kind then used or usable if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to the Borrower, the business of the applicable Person Subsidiaries) within 180 days of such Asset Disposition, provided that any -------- such Net Proceeds not so reinvested shall be used to prepay the Advances on the 181st day; provided, however, that with respect to the Net Proceeds -------- ------- from the date of receipt thereof or Orpington Sale/Leaseback, the Borrower shall have twenty-four (B24) if months from the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 closing of the CodeOrpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), the potential replacement properties or assets are identified by provided, that, if -------- such Borrower or Subsidiary within 180 days Net Proceeds from the date Orpington Sale/Leaseback are not so reinvested within such twenty-four (24) month period, any such Net Proceeds not so reinvested shall be used to prepay the ownership to Advances on the sold assets is transferred to Business Day immediately succeeding the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business second anniversary of the applicable Person within 180 days from closing of the date of receipt thereofOrpington Sale/Leaseback.; and

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by in accordance with ‎Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such Person; provided thatprepayment would be required, the proceeds Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of any Disposition permitted by Section 7.05(g) shall not constitute the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this ‎‎Section 2.06(b)(i) shall be reduced accordingly and (y) to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (Aand in any event within ten (10) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from Business Days after the date of receipt thereof or (Bsuch rejection) if be applied to prepay the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, Initial Term Loans in accordance with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; andterms hereof;

Mandatory. (i) If Not later than the fifth Business Day following the date of receipt by the Borrower or any of its Subsidiaries Disposes Subsidiary of any property (other than any Disposition Net Proceeds in respect of any property permitted by Section 7.05(g)) which results Prepayment Event (or, in the realization by such Person case of Net Cash Proceedsa Prepayment Event described in clause (c) of the definition thereof, on the date of the incurrence of the applicable Indebtedness), the Borrower shall, subject to shall prepay the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Borrowings in an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds; provided, that to the extent such Net Proceeds immediately upon receipt thereof by relate to any property that constitutes ABL Priority Collateral, prepayments of Loans pursuant to this Section 2.05(b)(i) with such Person; provided that, the proceeds Net Proceeds of any Disposition permitted by Section 7.05(g) such property shall not constitute Net Cash Proceeds only be required to the extent that the Discharge of ABL Obligations (Aas defined in the Intercreditor Agreement) has occurred; provided, further, that solely in the case of an Event of Loss, the Borrower may, at least one Business Day prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the effect that the Borrower intends to cause such proceeds are Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in Collateral consisting of replacement properties assets (including through the repair, restoration or replacement of the damaged, destroyed or condemned assets, ) or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable non-current assets useful in the business of the applicable Person Borrower and its Subsidiaries, in each case, within 180 365 days from after the receipt of such Net Proceeds, and certifying that, as of the date thereof, no Event of receipt thereof or (B) if Default has occurred and is continuing, in which case during such period the applicable Borrower or Subsidiary intends shall not be required to acquire replacement properties or assets, or other productive properties or assets, with make such proceeds as part of a like-kind exchange under Section 1031 prepayment to the extent of the Code, the potential replacement properties or assets are identified by amount set forth in such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such propertycertificate; provided further that, the proceeds of that any Casualty Event shall such Net Proceeds that are not constitute Net Cash Proceeds to the extent that such proceeds are so reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor end of a kind then used or usable in such period shall be applied to prepay the business Loans promptly upon the expiration of the applicable Person within 180 days from the date of receipt thereofsuch period.; and

Mandatory. (i) If any of the Borrower Borrowers or any of its Subsidiaries Disposes of any property (other than Subsidiary makes any Disposition of any property permitted by the type described in clause (i), (j) or (k) of Section 7.05(g)) 7.05 which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, Borrowers shall prepay an aggregate principal amount of the Loans equal to (A) 100% of such the Net Cash Proceeds immediately upon receipt thereof by received therefrom for any Disposition of the type described in Section 7.05(i) and (B) 100% of the Net Cash Proceeds received therefrom in excess of $25,000,000100,000,000 in the aggregate for the Net Cash Proceeds received from all such PersonDispositions of the type described in Sections 7.05(j) and (k) during the twelve month period most recently ended on or before such date (and including the month in which such Disposition occurred), in each case of clauses (A) and (B) no later than fifteen (15) days after the end of the month during which such Disposition occurred (such prepayments to be applied as set forth in clauses (ii) and (v) below, as applicable); provided that, the proceeds so long as no Event of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds Default exists at such time, to the extent that (A) such proceeds are reinvested in replacement properties or assets, a Restricted Payment or other productive properties distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or assetsother payment) in connection with such prepayment (or portion thereof), acquired by the Borrower no prepayment (or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (Bportion thereof) required under this Section 2.05(b)(i) shall be made if the applicable Borrower or the applicable Subsidiary intends to acquire replacement properties or assets, determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other productive properties distribution which such Borrower, in its reasonable judgment, deems to be material. Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or assets, with such proceeds as part of a like-kind exchange restrictions described therein cease to apply to any prepayment (or portion thereof) required under this Section 1031 of the Code2.05(b)(i), the potential replacement properties or assets are identified by Borrowers shall make such Borrower or Subsidiary within 180 days from the date the ownership prepayment in an amount equal to the sold assets is transferred to the buyer amount of such property and prepayment previously required to have been made without having given effect to such limitations or restrictions, less the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from amount by which the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of from the applicable Person within 180 days from Disposition were previously used for the date permanent repayment of receipt thereofIndebtedness.; and

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the Borrower shallBorrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSection 2.05(b)(vii), prepay an aggregate principal amount of Term Loans equal in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance)); provided that, at the proceeds option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then may be used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of receipt thereof such termination or rescission) (B) if the applicable Borrower or Subsidiary intends “Reinvestment End Date”), then such remaining portion shall be required to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of prepay the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds Loans (to the extent that such proceeds are reinvested in replacement properties or assetsotherwise required by this Section 2.05(b)(i)), or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business as of the applicable Person date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or 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 95007600_2 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 180 days from ten Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $100.0 million and 5.0% of Total Assets.; and

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries Disposes in respect of any its property (other than any Disposition of any property permitted by Section 7.05(g)) which results in or assets, after the realization by such Person first $50,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipt (it being understood and agreed that the Specified Net Cash Proceeds shall not be taken into account for purposes of calculating such first $50,000,000) and thereafter any amount in excess of $5,000,000 for any one event or series of related events, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to thereof may be reinvested so long as within 12 months after the extent that receipt of such proceeds are reinvested in replacement properties Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or assetsunreasonably delayed, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person and is substantially completed within 180 days from 24 months after the date of receipt thereofof such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 24 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 24‑month period that it reasonably expects completion to occur within such additional 12‑month period and attaching a budget and schedule for the remaining portion of the construction that evidences the same) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05. The Borrower confirms that it received $44,000,000 of Net Cash Proceeds from Extraordinary Receipts through September 2013 (the “Specified Net Cash Proceeds”) and delivered a notice dated September 11, 2013 to the Administrative Agent relating thereto under the Existing Credit Agreement. Unless the Borrower reinvests such Net Cash Proceeds in accordance with clause (B) of the preceding sentence, such Net Cash Proceeds shall be applied to the prepayment of the Loans in accordance with this Section 2.05(b)(i).; and

Mandatory. (i) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries the Borrower Disposes of any property or assets pursuant to Section 7.05(i) or (other than j), or (y) any Disposition of any property permitted by Section 7.05(g)) Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds, the Borrower shallshall cause to be offered to be prepaid in accordance with clause (vii) below, subject on or prior to the prior application date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Loans in an amount equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Personreceived (the “Applicable Proceeds”); provided thatthat if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness or Permitted Ratio Debt that is secured on a pari passu basis with the Obligations, the Secured High Yield Notes or any other Indebtedness outstanding at such time that is secured by a Lien ranking pari passu with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of any such Disposition permitted by Section 7.05(g) shall not constitute Net Cash or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Applicable Proceeds to on a pro rata basis (determined on the extent basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time); provided , further that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business portion of the applicable Person Applicable Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Applicable Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly 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 180 days from ten (10) Business Days after the date of receipt thereof or (Bsuch rejection) if be applied to prepay the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, Loans in accordance with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofterms hereof.; and

Mandatory. (iA) If the Immediately upon any voluntary or involuntary (including casualty losses or condemnations) sale or disposition by any Borrower or any of its Subsidiaries Disposes of any property or assets (other than any Disposition sales or dispositions which qualify as Permitted Dispositions), such Borrower shall prepay, without penalty or premium, the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of any property permitted by Section 7.05(g)the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) which results in the realization received by such Person of Net Cash Proceeds, the Borrower shall, subject in connection with such sales or dispositions to the prior application extent that the aggregate amount of such Net Cash Proceeds pursuant received by Borrowers and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $250,000 in any fiscal year; provided, however, that, so long as (1) no Default or Event of Default shall have occurred and is continuing, (2) Administrative Borrower shall have given Agent prior written notice of Borrowers’ and their respective Subsidiaries’ intention to apply such monies to the provisions costs of replacement of the Senior Credit Facility regarding property or assets which are the application subject of such Net Cash Proceeds, prepay an aggregate principal amount sale or disposition or the cost of Loans equal to 100% purchase or construction of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, other assets useful in the proceeds business of any Disposition permitted of the Borrowers or their respective Subsidiaries, (3) the monies are held in a cash collateral account in which Agent has a perfected security interest (if requested by Section 7.05(gAgent, in its sole discretion), and (4) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the a Borrower or a Subsidiary of a kind then used Borrower completes such replacement, purchase or usable construction within 180 days after the initial receipt of such monies, such Borrower shall have the option to apply such monies to the costs of replacement of the property or assets which are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 any of the Code, the potential replacement properties Borrowers or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property their respective Subsidiaries unless and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested applicable period shall have expired without such replacement, purchase or construction being made or completed, in replacement properties or assetswhich case, or other productive properties or assets, acquired by any amounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above. Nothing contained in this subclause (A) shall permit any Borrower or a Guarantor its Subsidiaries to sell or otherwise dispose of a kind then used any property or usable assets other than in the business of the applicable Person within 180 days from the date of receipt thereofaccordance with Section 6.4.; and

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such Person; provided thatprepayment would be required, the proceeds Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of any Disposition permitted by Section 7.05(g) shall not constitute the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (Aand in any event within ten (10) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from Business Days after the date of receipt thereof or (Bsuch rejection) if be applied to prepay the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, Initial Term Loans in accordance with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; andterms hereof;

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition Excluded Joint Venture) in respect of its property or assets in excess of either (A) $2,500,000 for any one event or series of related events or (B) $5,000,000 in the aggregate during any fiscal year (without regard to the size of any property permitted by Section 7.05(gone event or series of related events pursuant to (A) above)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt in excess thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from five Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in clause (iii) below); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties Net Cash Proceeds thereof may be reinvested within 12 months after the receipt of such Net Cash Proceeds (provided that if such reinvestment is not completed within 12 months after such date of receipt but the Borrower shall have entered into a binding commitment to so reinvest, the Borrower shall have an additional six months to complete such reinvestment or assets are identified by such Borrower or Subsidiary prepay Loans) and (C) within 180 10 days from of the date the ownership Borrower consummates such reinvestment or restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the sold assets is transferred Administrative Agent certifying that all, or, subject to the buyer immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such propertythis Section 2.05(b)(i) and, as a result, no mandatory prepayments shall be required under this Section 2.05(b)(i); provided further that, the proceeds of that any Casualty Event shall not constitute Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business prepayment of the applicable Person within 180 days from the date of receipt thereofLoans as set forth in this Section 2.05.; and

Mandatory. (i) If 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 Disposes in respect of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsPrepayment Event, the Borrower shall, subject within five Business Days after such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, on or before the next succeeding Business Day following the occurrence of such Prepayment Event), prepay Loans in an aggregate amount equal to 100% of the prior application amount of such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in clause (ii) below); provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, so long as no Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the provisions of the Senior Credit Facility regarding the application applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay an aggregate principal amount the Loans in accordance with this provision) except to the extent of Loans equal any such Net Cash Proceeds therefrom that have not been so invested (or committed to 100% be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after the date of receipt of such Net Cash Proceeds immediately upon receipt thereof by Proceeds), at which time a prepayment shall be required in an amount equal to such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall have not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofbeen so invested.; and

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the Borrower shallBorrowers shall cause to be prepaid on or prior to the date that is five Business Days after 95007615_1 the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSection 2.05(b)(vii), prepay an aggregate principal amount of Term Loans equal in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance)); provided that, at the proceeds option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then may be used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of receipt thereof such termination or rescission) (B) if the applicable Borrower or Subsidiary intends “Reinvestment End Date”), then such remaining portion shall be required to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of prepay the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds Term Loans (to the extent that such proceeds are reinvested in replacement properties or assetsotherwise required by this Section 2.05(b)(i)), or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business as of the applicable Person date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 180 days from ten Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $100.0 million and 5.0% of Total Assets.; and

Mandatory. (i) If The Borrower shall, on the Borrower Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries Disposes with respect to any sale, lease, transfer or other disposition of any property (other than Term Facility Collateral or any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsExtraordinary Receipt, prepay an aggregate principal amount of Loans the Advances equal to 100% such Net Cash Proceeds; provided, however, that (A) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (B) with respect to any Net Cash Proceeds (that are not Extraordinary Receipts Proceeds) realized under a 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 37 Chemtura (Term Loan) Credit Agreement of such sale, transfer or other disposition), and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds immediately upon in operating assets so long as within 180 days after the receipt thereof by of such PersonNet Cash Proceeds, such reinvestment shall have been consummated; provided thatand provided, the proceeds of further, however, that any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be applied to the extent that prepayment of Loans as set forth in this Section 2.05(b)(i); and (AC) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business case of Extraordinary Receipts Proceeds on account of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership claims subject to the sold assets is transferred Xxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to the buyer of such property and the proceeds from such property are reinvested be applied to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds prepayment hereunder to the extent that such proceeds are reinvested in replacement properties Extraordinary Receipts Proceeds shall be used to pay or assets, or other productive properties or assets, acquired by reimburse the Borrower or a Guarantor of a kind then used or usable Loan Parties and their Subsidiaries for funding the settlement fund described in the business definition of the applicable Person within 180 days from the date of receipt thereof“Xxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith.; and

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g7.05(a) through (f)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject shall prepay an aggregate principal amount of Term Loans equal to the prior application 75% of such Net Cash Proceeds pursuant within one (1) Business Day after receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Borrower (as notified by the Borrower to the provisions Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, the Senior Credit Facility regarding Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the application receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Loans equal such purchase shall have been consummated (as certified by the Borrower in writing to 100% the Administrative Agent); provided, further, however, that if the Borrower shall notify the Administrative Agent on or prior to the date 180 days after receipt of such Net Cash Proceeds immediately upon receipt thereof by that the Borrower (directly or indirectly through one of its Subsidiaries) intends and expects to reinvest all or a specified portion of such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) in operating assets useful in its or one of its Subsidiaries’ businesses after such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person 180th day but within 180 360 days from the date of after receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property Net Cash Proceeds, then such period of time to consummate such purchase shall be extended to such 360th day; and the proceeds from provided, further, however, that any such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds not subject to such definitive agreement or so reinvested within any such designated time period shall be immediately applied to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business prepayment of the applicable Person within 180 days from the date of receipt thereofLoans as set forth in this Section 2.05(b)(i).; and

Mandatory. (i) If 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 Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsDomestic Subsidiary, the Borrower shall, subject to the prior application of within five Business Days after such Net Cash Proceeds pursuant are received, pay or cause to be paid to the provisions Administrative Agent for the account of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Lender Parties an aggregate principal amount of Loans the Advances comprising part of the same Borrowing, in an aggregate amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; Proceeds, provided that, in the proceeds case of any Disposition permitted by Section 7.05(gevent described in clause (a) shall not constitute or (c) of the definition of “Net Cash Proceeds”, if the Borrower or any 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 the extent that (A) such proceeds are reinvested in replacement properties or assetsacquire real property, equipment or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then tangible assets to be used or usable in the business of the applicable Person Borrower and the Subsidiaries (provided that, the Borrower has delivered to the Administrative Agent within five Business Days after such 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 required pursuant to this paragraph in respect of the Net Cash Proceeds 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 from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer end of such property and the proceeds from 365 days), at which time a prepayment shall be required in an amount equal to such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds that have not been so applied. Each such prepayment shall be applied to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor installments of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofTerm Facility pro rata.; and

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to 100% the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by in accordance with ‎Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such Person; provided thatprepayment would be required, the proceeds Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of any Disposition permitted by Section 7.05(g) shall not constitute the documentation governing such Indebtedness with the Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties Disposition or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the extent that such proceeds are reinvested in replacement properties or assetsBorrower, or other productive properties or assetsat its election, acquired by may apply the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; andApplicable 89

Mandatory. (i) If the Borrower (x) any Credit Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property expressly permitted by Section 7.05(gSubsections 7.05(a) through (i) and (k)) which results in the realization by such Person of Net Cash ProceedsProceeds or (y) there is a disposition of real property which any Credit Party manages or operates pursuant to an Exclusive Management Agreement but does not own, the Borrower shall, subject to the prior application extent such disposition results in the realization by any Credit Party or any of such Net Cash Proceeds pursuant to the provisions its Subsidiaries of the Senior Credit Facility regarding the application of such Net Cash Proceeds, from all such dispositions, in excess of $10,000,000 in the immediately preceding 365 days, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided provided, however, that, the proceeds of with respect to any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Borrowers (as notified by the Borrowers to the extent that Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Credit Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 180 days after the receipt of such Net Cash Proceeds, (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired purchase shall have been consummated (as certified by the Borrower or a Subsidiary of a kind then used or usable Borrowers in writing to the business of the applicable Person within 180 days from the date of receipt thereof Administrative Agent) or (B) if the applicable Borrower or Subsidiary intends a definitive agreement to acquire replacement properties or assets, or other productive properties or assets, with reinvest such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary Net Cash Proceeds within 180 days from of the date the ownership to the sold assets is transferred to the buyer of such property agreement shall have been entered into; and the proceeds from provided further, however, that any Net Cash Proceeds not (1) so reinvested or (2) reinvested pursuant to such property are reinvested to acquire such replacement properties or assets definitive agreement within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofsuch agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i).; and

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(gXxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (l)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon (or, if the Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after actual receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided thatprovided, the proceeds of however, that with respect to any Disposition permitted by Section 7.05(g) shall not constitute such Net Cash Proceeds actually received by or paid to or for the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by account of the Borrower or a any of its Subsidiaries, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary (x) may reinvest all or any portion of a kind then such Net Cash Proceeds in assets that are used or usable useful in the business of the applicable Person Borrower and its Subsidiaries so long as within 180 days from 12 months after the date of actual receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as such binding commitment is entered into within 12 months after the actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the extent next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or a Guarantor (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of a kind then used or usable the immediately preceding proviso shall be promptly, but in any event within five Business Days after the business end of the applicable Person within 180 days from reinvestment period, applied to the date prepayment of receipt thereofthe Term A Loans as set forth in this Section 2.05(b)(i).; and

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition Excluded Joint Venture) in respect of any its property permitted by Section 7.05(g)) which results in or assets, after the realization by such Person first $50,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipts in the aggregate since the Closing Date, and thereafter any amount in excess of $5,000,000 for any one event or series of related events, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in clause (iii) below); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to thereof may be reinvested so long as within 12 months after the extent that receipt of such proceeds are reinvested in replacement properties Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or assetsunreasonably delayed, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person and is substantially completed within 180 days from 12 months after the date of receipt thereofof such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 12-month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.; and

Mandatory. (i) If the any Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes of Loss with respect to any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsProperty, then the Borrower shall, subject to Representative shall promptly notify the prior application Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds pursuant to the provisions be received by such Borrower or such Guarantor in respect thereof) and, promptly upon receipt by such Borrower or such Guarantor of the Senior Credit Facility regarding the application Net Cash Proceeds of such Net Cash ProceedsDisposition or Event of Loss, the Borrowers shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds immediately upon receipt thereof by such PersonProceeds; provided thatthat (x) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions or Events of Loss during any fiscal year of the Parent not exceeding $500,000 (the “Threshold Amount”) in the aggregate so long as no Default or Event of Default then exists, and (y) in the proceeds case of any Disposition permitted or Event of Loss not covered by Section 7.05(gclause (x) above, so long as no Default or Event of Default then exists, if the Borrower Representative states in its notice of such event that the relevant Borrower or the relevant Guarantor intends to reinvest, within 180 days of the applicable Disposition or Event of Loss, the Net Cash Proceeds thereof in Property similar to the Property which were subject to such Disposition or other assets useful in such Borrower’s or such Guarantor’s business, then the Borrowers shall not constitute be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent that (A) such proceeds Net Cash Proceeds are actually reinvested in replacement properties such similar Property or assetssuch other Property useful in such Borrower’s or such Guarantor’s business within such 180-day period. Promptly after the end of such 180-day period, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in Representative shall notify the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by Administrative Agent whether such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from Guarantor has reinvested such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in such similar or other useful Property, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrowers shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested, provided, that if at the end of such 180-day period such Net Cash Proceeds are contractually committed to be reinvested, the Borrowers shall prepay any such Net Cash Proceeds in excess of the Threshold Amount upon the earlier of (i) termination of such commitment and (ii) if such amount is not so expended, the first day following the date such amount was contractually committed to be expended, but in any event not later than the date 360 days following the applicable Disposition. The amount of each such prepayment shall be applied, first to the outstanding Term Loans in the manner set forth in Section 1.9(c) hereof until paid in full and then to the Revolving Credit (but, for the avoidance of doubt, without any permanent reduction in the Revolving Credit Commitment). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties from the Collateral Account to or assets, or other productive properties or assets, acquired by at the Borrower Representative’s direction for application to or a Guarantor reimbursement for the costs of a kind then used replacing, rebuilding or usable restoring such Property or in the business of the applicable Person within 180 days from the date of receipt thereofany permitted reinvestment.; and

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition Excluded Joint Venture) in respect of any its property permitted by Section 7.05(g)) which results in or assets, after the realization by such Person first $50,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipts in the aggregate since the Restatement Closing Date, and thereafter any amount in excess of $5,000,000 for any one event or series of related events, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(v) (such prepayments to be applied as set forth in clause (iii) below); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to thereof may be reinvested so long as within 12 months after the extent that receipt of such proceeds are reinvested in replacement properties Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or assetsunreasonably delayed, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person and is substantially completed within 180 days from 12 months after the date of receipt thereofof such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 12-month period that it reasonably expects completion to occur within such additional 12-month period) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.; and

Mandatory. (i) If 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 Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsDomestic Subsidiary, the Borrower shall, subject to the prior application of within five Business Days after such Net Cash Proceeds pursuant are received, pay or cause to be paid to the provisions Administrative Agent for the account of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Lender Parties an aggregate principal amount of Loans the Advances comprising part of the same Borrowing, in an aggregate amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; Proceeds, provided that, in the proceeds case of any Disposition permitted by Section 7.05(gevent described in clause (a) shall not constitute or (c) of the definition of “Net Cash Proceeds”, if the Borrower or any 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 the extent that (A) such proceeds are reinvested in replacement properties or assetsacquire real property, equipment or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then tangible assets to be used or usable in the business of the applicable Person Borrower and the Subsidiaries ( provided that, the Borrower has delivered to the Administrative Agent within five Business Days after such 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 required pursuant to this paragraph in respect of the Net Cash Proceeds 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 from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer end of such property and the proceeds from 365 days), at which time a prepayment shall be required in an amount equal to such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds that have not been so applied. Each such prepayment shall be applied to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor installments of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofTerm Facility pro rata.; and

Mandatory. (i) If (1) the Borrower or any of its Subsidiaries Disposes of any property (other than any the sale of inventory in the ordinary course of business, the Disposition of Cash Equivalents, or the Disposition of any property permitted assets by Section 7.05(g)the Borrower or a Subsidiary to the Borrower or a Subsidiary) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of or such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, Subsidiary shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided provided, however, that, the proceeds of with respect to any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to realized so long as no Default or Event of Default shall have occurred and be continuing, the extent that (A) such proceeds are reinvested in replacement properties or assetsBorrower, at its election, or other productive properties such Subsidiary, may reinvest all or assets, acquired by the Borrower any portion of such Net Cash Proceeds from (i) sales of obsolete or a Subsidiary of a kind then worn out equipment no longer used or usable useful in the operation of the business of the applicable Person Borrower and its Subsidiaries, or (ii) sales of assets with a fair market value not in excess of $2,000,000, in the aggregate, in any calendar year, provided that the Borrower may retain up to $750,000 of such annual aggregate amount and all amounts between $750,001 and $2,000,000 may be reinvested in operating assets so long as within 180 days from after the date receipt of receipt thereof such Net Cash Proceeds, such reinvestment shall have been consummated or which reinvestment is subject to a binding written agreement with a third party which is not an Affiliate of Borrower which agreement was entered into during such 180-day time period and which reinvestment is consummated within 60 days after such 180-day period expires (as certified by the Borrower in writing to the Administrative Agent upon request); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in Section 2.05(b)(iv); or (B2) if the applicable Borrower or Subsidiary intends any of its Subsidiaries are required to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of make a like-kind exchange under Section 1031 prepayment of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days Loans from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested insurance as provided in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business Section 3(d) of the applicable Person within 180 days from the date of receipt thereofSecurity Agreements.; and

Mandatory. (iA) If the Immediately upon any voluntary or involuntary (including casualty losses or condemnations) sale or disposition by any Borrower or any of its Subsidiaries Disposes of any property or assets (other than any Disposition sales or dispositions which qualify as Permitted Dispositions), such Borrower shall prepay, without penalty or premium, the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of any property permitted by Section 7.05(g)the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) which results in the realization received by such Person of Net Cash Proceeds, the Borrower shall, subject in connection with such sales or dispositions to the prior application extent that the aggregate amount of such Net Cash Proceeds pursuant received by Borrowers and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $250,000 in any fiscal year; provided, however, that, so long as (1) no Default or Event of Default shall have occurred and is continuing, (2) Administrative Borrower shall have given Agent prior written notice of Borrowers’ and their respective Subsidiaries’ intention to apply such monies to the provisions costs of replacement of the Senior Credit Facility regarding property or assets which are the application subject of such Net Cash Proceeds, prepay an aggregate principal amount sale or disposition or the cost of Loans equal to 100% purchase or construction of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, other assets useful in the proceeds business of any Disposition permitted by Section 7.05(gof the Borrowers or their respective Subsidiaries, (3) shall the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, (4) Borrowers have Excess Availability of not constitute Net Cash Proceeds to less than $3,500,000 as of the extent that date on which Agent receives the notice set forth in clause (A2) such proceeds are reinvested in replacement properties or assetsabove, or other productive properties or assets, acquired by the and (5) a Borrower or a Subsidiary of a kind then used Borrower completes such replacement, purchase or usable construction within 180 days after the initial receipt of such monies, such Borrower shall have the option to apply such monies to the costs of replacement of the property or assets which are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 any of the Code, the potential replacement properties Borrowers or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property their respective Subsidiaries unless and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested applicable period shall have expired without such replacement, purchase or construction being made or completed, in replacement properties or assetswhich case, or other productive properties or assets, acquired by any amounts remaining in the cash collateral account shall be paid to Agent and applied as set forth above. Nothing contained in this subclause (A) shall permit any Borrower or a Guarantor its Subsidiaries to sell or otherwise dispose of a kind then used any property or usable assets other than in the business of the applicable Person within 180 days from the date of receipt thereofaccordance with Section 6.4.; and

Mandatory. (i) If any of the Borrower Borrowers or any of its Subsidiaries Disposes of any property (other than Subsidiary makes any Disposition of any property permitted by the type described in clause (j) of Section 7.05(g)) 7.05 which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, Borrowers shall prepay an aggregate principal amount of the Loans equal to 100% of such the Net Cash Proceeds immediately upon receipt thereof by received therefrom in excess of $25,000,000 in the aggregate for the Net Cash Proceeds received from all such PersonDispositions during the twelve month period most recently ended on or before such date (and including the month in which such Disposition occurred) no later than fifteen (15) days after the end of the month during which such Disposition occurred (such prepayments to be applied as set forth in clauses (ii) and (v) below, as applicable); provided that, the proceeds so long as no Event of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds Default exists at such time, to the extent that (A) such proceeds are reinvested in replacement properties or assets, a Restricted Payment or other productive properties distribution to a Borrower is required (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or assetsother payment) in connection with such prepayment (or portion thereof), acquired by the Borrower no prepayment (or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (Bportion thereof) required under this Section 2.05(b)(i) shall be made if the applicable Borrower or the applicable Subsidiary intends to acquire replacement properties or assets, determines in good faith that it would incur liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other productive properties distribution which such Borrower, in its reasonable judgment, deems to be material. Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or assets, with such proceeds as part of a like-kind exchange restrictions described therein cease to apply to any prepayment (or portion thereof) required under this Section 1031 of the Code2.05(b)(i), the potential replacement properties or assets are identified by Borrowers shall make such Borrower or Subsidiary within 180 days from the date the ownership prepayment in an amount equal to the sold assets is transferred to the buyer amount of such property and prepayment previously required to have been made without having given effect to such limitations or restrictions, less the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from amount by which the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of from the applicable Person within 180 days from Disposition were previously used for the date permanent repayment of receipt thereofIndebtedness.; and

Mandatory. (i) If the Borrower Borrowers or any of its their respective Subsidiaries Disposes shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $10,000,000 individually or on a cumulative basis in any property fiscal year of the Borrowers, then (other than any x) the Borrowing Agent shall promptly notify the Administrative Agent of such proposed Disposition or Event of any property permitted Loss (including the amount of the estimated Net Cash Proceeds to be received by Section 7.05(g)such Borrower or such Subsidiary in respect thereof) which results and (y) promptly upon receipt by such Borrowers or such Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrowers shall prepay the Obligations in an aggregate amount equal to one hundred percent (100%) of the amount of all such Net Cash Proceeds in excess of $10,000,000; provided, that in the realization by case of each Disposition and Event of Loss, if the Borrowing Agent states in its notice of such Person event that the applicable Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Disposition or receipt of Net Cash ProceedsProceeds from an Event of Loss, the Borrower shall, Net Cash Proceeds thereof in similar like-kind assets or a restoration or repair of the Property subject to such Event of Loss, then the prior application applicable Borrower or the applicable Subsidiary shall deliver the Net Cash Proceeds to the Administrative Agent to be applied to the Revolving Loan and the Administrative Agent may, in its sole discretion, establish a reserve against available funds for borrowing purposes under the Revolving Loan for such amount, until such time as such Net Cash Proceeds have been reborrowed to effect such restoration or repair or applied to other Obligations as set forth herein. If the applicable Borrower or the applicable Subsidiary has delivered such Net Cash Proceeds to the Administrative Agent, such Borrower or Subsidiary may, so long as no Default or Event of Default then exists, reborrow such Net Cash Proceeds for investment or reinvestment so long as such Net Cash Proceeds are actually invested or reinvested as described in the Borrowing Agent’s notice within such twelve (12) month period and otherwise in accordance with the provisions of the applicable Loan Documents (including, without limitation, any requirements specifically set forth in the Mortgages). Promptly after the end of such twelve (12) month period, the Borrowing Agent shall notify the Administrative Agent whether such Borrower or such Subsidiary intends to invest or reinvest such Net Cash Proceeds as described in the Borrowing Agent’s notice, and to the extent such Net Cash Proceeds are not to be so invested or reinvested, the Administrative Agent shall release any applicable reserve in the amount of such Net Cash Proceeds pursuant not so invested or reinvested. The amount of each such prepayment shall be applied first to the provisions of Revolving Loans until paid in full and then to the Senior Credit Facility regarding Swing Loans. To the application of such extent that the Administrative Agent directly receives any Net Cash ProceedsProceeds resulting from an Event of Loss, prepay an aggregate principal the Administrative Agent shall apply the amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested Obligations as outlined in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under this Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof2.8(b).; and

Mandatory. (i) If the Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(g7.05(b)) which results and, in connection therewith, is required to prepay the realization by such Person outstanding principal amount of Net Cash Proceedsthe Loans, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to the limitations set forth herein) equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by of such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds so required to be applied to the extent prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (A5) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from Business Days after the date of receipt thereof or by such Person (Bsuch prepayments to be applied as set forth in clause (ii) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assetsbelow); provided, or other productive properties or assetshowever, that, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership respect to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Borrowers (as notified by the Administrative Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within such 365 day period shall be promptly applied to the prepayment of the Loans as set forth in Section 2.05(b)(v). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such proceeds are reinvested Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in replacement properties or assets, or other productive properties or assets, acquired this Section 2.05(b) but may be retained by the Borrower or a Guarantor applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of a kind then used or usable in any of such affected Net Cash Proceeds is permitted under the business applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Person within 180 days from the date of receipt thereofForeign Subsidiary.; and

Mandatory. (i) If the Borrower receives any Net Proceeds from Asset Sales or any Recovery Event, such amounts shall be used in accordance with Section 7.08 to prepay the Loan within five (5) Business Days of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person receipt thereof; provided that an aggregate amount of Net Cash Proceeds, Proceeds from Asset Sales not in excess of $5.0 million from all Asset Sales may be retained by the Borrower shall, subject and shall not be required to be applied to the prior application of such Net Cash Proceeds pursuant to the provisions repayment of the Senior Credit Facility regarding the application of such Loan; provided, further, that any Net Cash Proceeds, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(greceived from (x) a Weekly Reader Sale shall not constitute Net Cash Proceeds be required to be used to prepay the extent that (A) such proceeds are Loan and may be reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable any Guarantor in the business of the applicable Person Reinvestment Assets within 180 days from of the date of receipt thereof such Weekly Reader Sale so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or before the 181st day after such Weekly Reader Sale or (By) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Recovery Event shall not constitute Net Cash Proceeds be required to be used to prepay the extent that such proceeds are Loan and may be reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a any Guarantor in Reinvestment Assets within 90 days of a kind then the date of such Recovery Event so long as any such Net Proceeds that are not so reinvested within such time period shall be used to prepay the Loan on or usable in before the business 91st day after such Recovery Event. Any such payment shall be accompanied by payment of the applicable Person within 180 days from Yield Maintenance Amount required pursuant to Section 2.08. (ii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to this Section 2.04(b) at least three (3) Business Days prior to the date of receipt thereofsuch prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment.; and

Mandatory. (i) If The Borrowers shall, if a Cash Dominion Period, has occurred and is continuing, on the Borrower Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by during such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsDominion Period, prepay an aggregate principal amount of Loans the Advances equal to 100% such Net Cash Proceeds; provided, however, that (A) the Borrowers shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.07(b)(i) exceeds $5,000,000 (at such time the Borrowers shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent that such prepayment is not required under clause (AB), (C), (D) such proceeds are reinvested in replacement properties or assets(E) of this proviso), or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to extent the buyer aggregate amount of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Restricted Subsidiaries shall exceed $10,000,000, only 75% of such excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Restricted Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, (D) in the case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder and (E) in the case of Extraordinary Receipts Proceeds on account of the claims subject to the Cxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder to the extent that such proceeds are reinvested Extraordinary Receipts Proceeds shall be used to pay or reimburse the Loan Parties and their Restricted Subsidiaries for funding the settlement fund described in replacement properties or assetsthe definition of “Cxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Notwithstanding the foregoing, or other productive properties or assets, acquired by (x) Net Cash Proceeds attributable to the assets of the Foreign Borrower or a the Swiss Guarantor or any CFC shall not be required under this Section 2.07(b) to be applied to any repayment in respect of a kind then used or usable the US Revolving Credit Facility and (y) Net Cash Proceeds attributable to the assets of the US Loan Parties shall be applied first to the US Revolving Credit Facility as set forth in clause (iv) below, second, if required under Section 2.03(g), deposited in the business of US L/C Cash Collateral Account, third, to the applicable Person within 180 days from Foreign Revolving Credit Facility as set forth in clause (iv) below, fourth, if required under Section 2.21(g), deposited in the date of receipt thereof.; andForeign L/C Cash Collateral Account. 77 Chemtura (Revolving Facility) Credit Agreement

Mandatory. (i) If the Borrower Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(g7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shallshall prepay (or, subject to in the prior application of such Net Cash Proceeds pursuant to the provisions case of the Senior Credit Facility regarding the application of Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Net Cash ProceedsPerson, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Personwhich, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $75,000,000; provided provided, that, the proceeds foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Disposition permitted by Section 7.05(g) shall not constitute Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds to described in this Section 2.04(b)(i), at the extent that election of the Borrower (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired as notified by the Borrower to the Administrative Agent on or a Subsidiary prior to the receipt of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assetssuch Net Cash Proceeds), or other productive properties or assets, with such proceeds and so long as part of a like-kind exchange under Section 1031 of the Codeno Default shall have occurred and be continuing, the potential replacement properties Company or assets are identified by such Borrower Restricted Subsidiary may reinvest all or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer any portion of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the extent Administrative Agent); and provided, however, that such proceeds are any Net Cash Proceeds not so reinvested in replacement properties or assets, or other productive properties or assets, acquired by shall be immediately applied to the Borrower or a Guarantor of a kind then used or usable in the business prepayment of the applicable Person within 180 days from the date of receipt thereofLoans as set forth in this Section 2.04(b)(i).; and

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of Restricted Subsidiary shall at any property time or from time to time make a Disposition (other than a Sale/Leaseback Transaction with respect to a Principal Owned Property which shall be subject to subsection (iii) below) or shall suffer an Event of Loss, then the Borrower shall promptly notify the Administrative Agent of such Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or any Disposition Restricted Subsidiary in respect thereof) and, within five (5) Business Days after the receipt of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shallshall prepay first, subject the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that this subsection shall not require any such prepayment with respect to Net Cash Proceeds (x) received on account of Dispositions during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate or received on account of Events of Loss during any Fiscal Year of the Borrower not exceeding $2,500,000 in the aggregate and (y) other than during the Basket Suspension Period, in the case of any Disposition or Event of Loss not covered by clause (x) above, so long as no Event of Default has occurred and is continuing, if the Borrower (A) actually reinvests such Net Cash Proceeds, within 12 months of the receipt thereof, in assets that perform the same or similar function for the Borrower or a Restricted Subsidiary, to the prior application of extent such Net Cash Proceeds pursuant to the provisions are actually reinvested in such assets or (B) states in a notice delivered within 12 months of the Senior Credit Facility regarding the application receipt of such Net Cash Proceeds, that the Borrower or a Restricted Subsidiary has committed to reinvest such Net Cash Proceeds in assets that perform the same or similar function in the business of the Borrower or a Restricted Subsidiary, to the extent such Net Cash Proceeds are actually reinvested in such assets within 18 months following the receipt thereof. Promptly after the end of such 12-month or 18-month period, as applicable, the Borrower shall notify the Administrative Agent whether the Borrower or a Restricted Subsidiary has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay an aggregate principal first, the relevant Term Loans, and second, the relevant Revolving Loans, together with a commensurate permanent reduction of the relevant Revolving Credit Commitments, in the amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business excess of the applicable Person within 180 days from $2,500,000 basket described above not so reinvested. The amount of each such prepayment shall be applied to the date of receipt thereof or relevant outstanding Term Loans and Revolving Loans (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 permanent reduction of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested relevant Revolving Credit Commitments) in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable accordance with this Section 1.9 until paid in the business of the applicable Person within 180 days from the date of receipt thereoffull.; and

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the Borrower shallBorrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSection 2.05(b)(vii), prepay an aggregate principal amount of Term Loans equal in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance)); provided that, at the proceeds option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then may be used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer end of such property and 12 month period) (the proceeds from “Reinvestment End Date”), then such property are reinvested remaining portion shall be required to acquire such replacement properties or assets within 180 days from prepay the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds Loans (to the extent that such proceeds are reinvested in replacement properties or assetsotherwise required by this Section 2.05(b)(i)), or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business as of the applicable Person date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 180 days from ten Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $45.0 million and 3.0% of Total Assets.; and

Mandatory. (i) If the Borrower shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsProperty, the then Borrower shall, subject to the prior application shall promptly notify Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds pursuant to the provisions be received by Borrower in respect thereof) and, promptly upon receipt by Borrower of the Senior Credit Facility regarding the application Net Cash Proceeds of such Net Cash ProceedsDisposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds immediately upon receipt thereof by are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such Person; provided thatprepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $250,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the proceeds case of any Disposition permitted not covered by Section 7.05(gclause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower intends to reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then Borrower shall not constitute be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds are actually reinvested in such similar assets with such 90-day period. Promptly after the end of such 90-day period, Borrower shall notify Bank whether Borrower has reinvested such Net Cash Proceeds in such similar assets, and, to the extent that such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loan until paid in full and then to cash collateralize the Bond L/C. If Bank so request, all proceeds of such Disposition or Event of Loss shall be deposited with Bank (or its agent) and held by it in a collateral account for the benefit of Bank (the “Collateral Account”). So long as no Default or Event of Default exists, Bank is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at Borrower’s direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property.; and

Mandatory. (i) Following the end of each fiscal year of the Company, commencing with the fiscal year ending September 30, 2018, the Company shall prepay Loans in an aggregate amount equal to (A) the 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 (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, 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 (viii) below); provided that if all Term B Loans have been paid in full 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, 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 date that is five Business Days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) with respect to the fiscal year for which Excess Cash Flow is being calculated. (ii) If the Borrower Company or any of its Restricted Subsidiaries 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(g7.05(a), (b), (c), (d), (g), (h) or (o)) which which, in any such case, results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, Company shall prepay an aggregate principal amount of Loans equal to 100% of such 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 PersonPerson (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that, the proceeds of with respect to any Disposition permitted by Section 7.05(g) shall not constitute 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 extent that 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 in operating assets so long as (A) within 365 days after receipt of such proceeds are reinvested in replacement properties or assetsNet Cash Proceeds, or other productive properties or assets, acquired by the Borrower such reinvestment shall have been consummated (or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or definitive agreement to so reinvest shall have been executed), (B) 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 applicable Borrower Company in writing to the Administrative Agent), and (C) in the case of Dispositions by AECOM Capital or any Restricted Subsidiary intends of AECOM Capital, 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 acquire replacement properties such definitive agreement or assetsso reinvested shall be 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 other productive properties any of its Restricted Subsidiaries realizes any Net Cash Proceeds resulting from a 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 assetsthe 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 such proceeds as part of respect to any Net Cash Proceeds realized under a like-kind exchange under Recovery Event described in this Section 1031 2.05(b)(iii), at the election of the CodeCompany (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 potential 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 are identified by in respect of which such Borrower Net Cash Proceeds were paid or Subsidiary 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 from after such 365-day period (in each case, as certified by the date the ownership Company in writing to the sold assets is transferred Administrative Agent), and (C) in the case of Recovery Events with respect to the buyer AECOM Capital or any Restricted Subsidiary of AECOM Capital, within two years after receipt of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds 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 pursuant to the foregoing provisions of this Section 2.05(b) shall be 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 principal repayment installments thereof in direct order of maturity to the next four principal repayment installments of the applicable Term Facility (and, to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable provided in the business definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter, to the remaining principal repayment installments of the applicable Person within 180 days from Term Facility (and, to the date extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of receipt thereof.; any Incremental Term Loans) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) 78 108739301_14

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(g7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shallshall prepay (or, subject to in the prior application of such Net Cash Proceeds pursuant to the provisions case of the Senior Credit Facility regarding the application of Term B Loan or Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Net Cash ProceedsPerson, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Personwhich, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $50,000,000; provided provided, that, the proceeds foregoing requirement to offer to purchase Term B Loans or Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Disposition permitted by Section 7.05(g) shall not constitute Operating Company or substantially all the assets of any Operating Company; provided, further, that, with respect to any Net Cash Proceeds to described in this Section 2.04(b)(i), at the extent that election of the Borrower (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired as notified by the Borrower to the Administrative Agent on or a Subsidiary prior to the receipt of a kind then used or usable in such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or such Restricted Subsidiary intends to acquire replacement properties may reinvest all or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer any portion of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to in operating assets so long as within 365 days after the extent that receipt of such proceeds are reinvested in replacement properties or assetsNet Cash Proceeds, or other productive properties or assets, acquired such reinvestment shall have been consummated (as certified by the Borrower or a Guarantor of a kind then used or usable in writing to the business Administrative Agent); and provided, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the applicable Person within 180 days from the date of receipt thereofLoans as set forth in this Section 2.04(b)(i).; and

Mandatory. (i) If The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries Disposes of any property Subsidiary from all Dispositions (other than any Disposition of any property permitted by Section 7.05(g)Permitted Transfers) and Recovery Events within 5 Business Days after the date on which results in the realization by Borrower or such Person of Subsidiary receives such Net Cash Proceeds; provided, however, that (A) such prepayment shall not be required to the extent the Borrower shall, subject to the prior application or such Subsidiary reinvests all or any portion of such Net Cash Proceeds pursuant to in assets useful in the provisions of Borrower’s or such Subsidiary’s business within 180 days after the Senior Credit Facility regarding the application receipt of such Net Cash Proceeds, prepay an (B) such prepayment shall be required only to the extent the aggregate principal amount Net Cash Proceeds received by the Borrower and its Subsidiaries in any fiscal year of Loans equal to 100% the Borrower and not reinvested in the manner set forth in the foregoing clause (A) exceed $5,000,000 and (C) in the case of any such Net Cash Proceeds immediately upon receipt thereof received by any Subsidiary that is not a Wholly Owned Subsidiary, only the Borrower’s pro rata share (based on the ownership of Equity Interests of such Person; provided that, Subsidiary that are owned by the proceeds Borrower and its Wholly Owned Subsidiaries) of any Disposition permitted by Section 7.05(g) shall not constitute the Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified received by such Borrower or Subsidiary within 180 days from the date the ownership shall be subject to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofthis Section 2.05(b)(i).; and

Mandatory. (i) If (x) the Borrower or any Restricted Subsidiary of its Subsidiaries the Borrower Disposes of any property or assets pursuant to Section 7.05(i) or (other than j), or (y) any Disposition of any property permitted by Section 7.05(g)) Casualty Event occurs, which results in the realization or receipt by such Person the Borrower or Restricted Subsidiary of Net Cash Proceeds, the Borrower shallshall cause to be offered to be prepaid in accordance with clause (vii) below, subject on or prior to the prior application date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Incremental Equivalent First Lien Debt, Credit Agreement Refinancing Indebtedness that is secured on a pari passu basis with the Obligations, Permitted Ratio Debt that is secured on a pari passu basis with the Obligations, the Secured High Yield Notes or any other Indebtedness outstanding at such time that is secured by a Lien ranking pari passu 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 immediately upon receipt thereof by on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such Persontime; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent further that (A) the portion of such net proceeds are reinvested allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in replacement properties or assets, or other productive properties or assets, acquired by accordance with the Borrower or a Subsidiary of a kind then used or usable in terms hereof) to the business prepayment of the applicable Person Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly 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 180 days from ten (10) Business Days after the date of receipt thereof or (Bsuch rejection) if be applied to prepay the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, Loans in accordance with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereofterms hereof.; and

Mandatory. (i) If the Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of any property such proposed Disposition or Event of Loss (other than any Disposition including the amount of any property permitted by Section 7.05(g)) which results in the realization by such Person of estimated Net Cash ProceedsProceeds to be received by the Borrower or such Guarantor in respect thereof) and, promptly upon receipt by the Borrower or such Guarantor of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, subject to shall prepay the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds immediately upon receipt thereof by are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such Person; provided thatprepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the proceeds case of any Disposition permitted not covered by Section 7.05(gclause (y) above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Guarantor intends to reinvest, within 120 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not constitute be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent that (A) such proceeds Net Cash Proceeds are actually reinvested in replacement properties or assetssuch similar assets with such 120-day period. Promptly after the end of such 120-day period, or other productive properties or assets, acquired by the Borrower shall notify the Administrative Agent whether the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by Guarantor has reinvested such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in such similar assets, and, to the extent that such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, first to the outstanding Term Loans until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property.; and

Mandatory. (i) If the Borrower any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(g7.05(b)) which results and, in connection therewith, is required to prepay the realization by such Person outstanding principal amount of Net Cash Proceedsthe Loans, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, Borrowers shall prepay an aggregate principal amount of their respective Loans (in such proportionate amounts as the Borrowers shall determine in their discretion, subject to the limitations set forth herein) equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by of such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds so required to be applied to the extent prepayment of Loans pursuant to Section 7.05(b) on or prior to the date that is five (A5) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from Business Days after the date of receipt thereof or by such Person (Bsuch prepayments to be applied as set forth in clause (ii) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assetsbelow); provided, or other productive properties or assetshowever, that, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership respect to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i), at the election of the Borrowers (as notified by the Administrative Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Administrative Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested within such 365 day period shall be promptly applied to the prepayment of the Loans as set forth in Section 2.05(b)(ii). Notwithstanding any other provisions of this Section 2.05(b)(i), (A) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing provisions of this Section 2.05(b)(i) (a “Foreign Disposition”) are prohibited by applicable Law from being repatriated to the United States, the portion of such proceeds are reinvested Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in replacement properties or assets, or other productive properties or assets, acquired this Section 2.05(b) but may be retained by the Borrower or a Guarantor applicable Foreign Subsidiary so long as applicable Law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of a kind then used or usable in any of such affected Net Cash Proceeds is permitted under the business applicable Law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly applied to the repayment of the Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrowers have determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Person within 180 days from the date of receipt thereofForeign Subsidiary.; and

Mandatory. (i) If (1) the Borrower or any of its Subsidiaries Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(g7.04 (excluding dispositions permitted by Section 7.04(m), (s) which (to the extent the proceeds thereof are received by Borrower or a Restricted Subsidiary) and (t) or (2) any Casualty Event occurs, that results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash ProceedsProceeds in excess of $25 million, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application 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 pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received; provided, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to offer to repurchase Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Refinancing Debt (or any Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower (or any Restricted Subsidiary) may apply such Net Cash Proceeds immediately upon receipt thereof by 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 Persontime; provided thatprovided, that the proceeds portion of any Disposition permitted by 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 7.05(g2.05(b)(i) shall not constitute Net Cash Proceeds be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that (Ano prepayment shall be required pursuant to this Section 2.05(b)(i) with respect to such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by portion of such Net Proceeds that the Borrower or the relevant Restricted Subsidiary shall have reinvested or entered into a Subsidiary of binding commitment to reinvest or otherwise determined to reinvest (as set forth in a kind then used notice from the Borrower to the Administrative Agent to be delivered on or usable in prior to the business of the applicable Person within 180 days from date which is ten (10) Business Days after the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person Net Proceeds), in each case in accordance with the definition of “Net Proceeds” and within 180 days from the date of receipt thereoftimeframe contemplated thereby.; and

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the Borrower shallBorrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSection 2.05(b)(vii), prepay an aggregate principal amount of Term Loans equal in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance)); provided that, at the proceeds option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then may be used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of receipt thereof such termination or rescission) (B) if the applicable Borrower or Subsidiary intends “Reinvestment End Date”), then such remaining portion shall be required to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of prepay the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds Term Loans (to the extent that such proceeds are reinvested in replacement properties or assetsotherwise required by this Section 2.05(b)(i)), or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business as of the applicable Person date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 180 days from ten Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $100.0 million and 5.0% of Total Assets.; and

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of any property such proposed Disposition or Event of Loss (other than any Disposition including the amount of any property permitted by Section 7.05(g)) which results in the realization by such Person of estimated Net Cash ProceedsProceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, subject to shall prepay the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds immediately upon receipt thereof by are applied to replace or restore the relevant Property in accordance with the terms herein, (y) this subsection shall not require any such Person; provided thatprepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of the Borrower not exceeding $500,000 in the aggregate so long as no Event of Default then exists, and (z) in the proceeds case of any Disposition permitted not covered by Section 7.05(gclause (y) above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 120 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not constitute be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent that (A) such proceeds Net Cash Proceeds are actually reinvested in replacement properties or assetssuch similar assets with such 120-day period. Promptly after the end of such 120-day period, or other productive properties or assets, acquired by the Borrower shall notify the Administrative Agent whether the Borrower or a such Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with has reinvested such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in such similar assets, and, to the extent that such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied, subject to Section 1.9(b)(vi) below, first to the outstanding Term Loans (to be applied on a ratable basis between the outstanding Term A Loans, Term B-1 Loans, and Term B-2 Loans based on the outstanding principal amounts thereof) until paid in full and then to the Revolving Credit. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property.; and

Mandatory. (i) If The Commitment Amount shall to the extent not applied to the permanent repayment of other Indebtedness that is not Subordinated Debt or Subordinated Intercompany Debt, concurrently with the receipt by the Borrower or any of its Subsidiaries Disposes of any property (other than any Net Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Equity Proceeds, prepay Net Issuance Proceeds or Casualty Proceeds, as the case may be, be reduced by an aggregate principal amount of Loans equal to 100% of such Net Cash Disposition Proceeds, 50% of such Net Equity Proceeds, 100% of such Net Issuance Proceeds immediately upon receipt thereof by or 100% of such PersonCasualty Proceeds, as the case may be; provided thatprovided, however, that the proceeds of any Disposition permitted by Section 7.05(g) Commitment Amount shall not constitute be reduced by the amount of (a) any Net Cash Disposition Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired Casualty Proceeds received by the Borrower or a such Subsidiary under this Section so long as (i) (A) the Borrower informs the Administrative Agent no later than 30 days following the occurrence of a kind then the permitted disposition resulting in such Net Disposition Proceeds or the Casualty Event resulting in such Casualty Proceeds, as the case may be, of its or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the acquisition or construction of property or capital assets to be used or usable in the business of the applicable Person Borrower and its Subsidiaries or such Casualty Proceeds to the rebuilding or replacement of the property which was the subject of such Casualty Event, as the case may be, and (B) such Net Disposition Proceeds or Casualty Proceeds, as the case may be, are in fact so applied within 180 days from following the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property Net Disposition Proceeds or Casualty Proceeds, and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of (ii) no Default shall have occurred and be continuing and (b) any Casualty Event shall not constitute Net Cash Equity Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired received by the Borrower or such Subsidiary under this Section so long as (i) the Administrative Agent shall have received a Guarantor Compliance Certificate executed by an Authorized Officer of the Borrower certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that, on a kind then used historical pro forma basis (after giving effect to the sale or usable issuance giving rise to such Net Equity Proceeds and all other transactions related thereto (including all Indebtedness that would be assumed or incurred as a result of such other transactions)) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 8.1.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 8.2.4 as of the last day of such Fiscal Quarter and the Leverage Ratio as of such date would be less than 3.25:1, and (ii) no Default shall have occurred and be continuing. Each such reduction in the business of the applicable Person within 180 days from the date of receipt thereofCommitment Amount shall be permanent and automatic.; and

Mandatory. (i) (A) If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Initial Term Loans and 2022 Incremental Term B-2 Loans on a pro rata basis in an amount equal to 100% the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by in accordance with Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such Person; provided thatprepayment would be required, the proceeds Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans and the 2022 Incremental Term B-2 Loans pursuant to the terms of any Disposition permitted by Section 7.05(g) shall not constitute the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the extent that Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by determined on the Borrower or a Subsidiary of a kind then used or usable in the business basis of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 aggregate outstanding principal amount of the Code, the potential replacement properties or assets are identified by Term Loans and Other Applicable Indebtedness at such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property time) and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute remaining Net Cash Proceeds so received to the extent that prepayment of such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; andOther Applicable 90

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes Loss with respect to any Property, then the Borrower shall promptly notify the Administrative Agent of any property such proposed Disposition or Event of Loss (other than any Disposition including the amount of any property permitted by Section 7.05(g)) which results in the realization by such Person of estimated Net Cash ProceedsProceeds to be received by the Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by the Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall, subject to shall prepay the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Revolving Loans in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds immediately upon receipt thereof by are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such Person; provided that, the proceeds prepayment with respect to Net Cash Proceeds received on account of any Disposition permitted of or Event of Loss with respect to assets with a value not exceeding 10% of the aggregate book value of the total consolidated assets of the Borrower and its Subsidiaries immediately prior to such Disposition or Event of Loss so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by Section 7.05(gclause (y) above, so long as no Default or Event of Default then exists, if the Borrower states in its notice of such event that the Borrower or the relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds thereof in assets similar to the assets which were subject to such Disposition, then the Borrower shall not constitute be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds to the extent that (A) such proceeds Net Cash Proceeds are actually reinvested in replacement properties or assetssuch similar assets with such 90-day period. Promptly after the end of such 90-day period, or other productive properties or assets, acquired by the Borrower shall notify the Administrative Agent whether the Borrower or a such Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with has reinvested such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in such similar assets, and, to the extent that such Net Cash Proceeds have not been so reinvested, the Borrower shall promptly prepay the Revolving Loans in the amount of such Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied on a ratable basis among the outstanding Revolving Loans of the several Lenders based on the principal amounts thereof. If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent (or its agent) and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at the Borrower's direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property.; and

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subject Subsidiaries Disposes in respect of any its property (other than any Disposition of any property permitted by Section 7.05(g)) which results in or assets, after the realization by such Person first $30,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipt and thereafter any amount in excess of $5,000,000 for any one event or series of related events, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(iv); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to thereof may be reinvested so long as within 12 months after the extent that receipt of such proceeds are reinvested in replacement properties Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or assetsunreasonably delayed, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person and is substantially completed within 180 days from 24 months after the date of receipt thereofof such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 24 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 24-month period that it reasonably expects completion to occur within such additional 12-month period and attaching a budget and schedule for the remaining portion of the construction that evidences the same), and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.; and

Mandatory. (i) If At any time any Term Loans are outstanding, if the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of receives Net Cash ProceedsProceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceedsclause (iii) below, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within two (2) Business Days following receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clauses (iii) and (vii) below); provided thatprovided, however, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the proceeds Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent within one (1) Business Day of the date of its receipt of Net Cash Proceeds from such Disposition permitted by a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 7.05(g2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall not constitute reinvest such Net Cash Proceeds to acquire operating assets (including the extent that (Aconstruction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) such proceeds are reinvested in replacement properties or assetsto improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other productive properties reinvestment action shall have been consummated; provided, however, that in the case of any Asset Disposition of, or assetsRecovery Event with respect to, acquired by any Collateral, in the event the Borrower or a such Restricted Subsidiary of a kind then used chooses to reinvest such Net Cash Proceeds, the Borrower or usable such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in the business assets of the applicable type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person within 180 days from organized under the laws of any political subdivision of the United States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving -57- Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further thatproceeds, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds received as a result of the Disposition of the Ingleside, Texas spoolbase located at 0000 Xxxxxx X, Xxxxxxxxx, Xxxxx (and ancillary equipment with respect thereto) shall not be required to the extent that such proceeds are be reinvested in replacement properties or assetsapplied as a prepayment as provided above, or other productive properties or assets, acquired but may be used by the Borrower Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Guarantor Default under Section 8.01(a) or 8.01(f) or Event of a kind then used or usable in the business of the applicable Person within 180 days from Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred.; and

Mandatory. (i) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of receives Net Cash ProceedsProceeds in excess of $5,000,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceedsclause (iii) below, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon within one (1) Business Day following receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clauses (iii) and (vii) below); provided thatprovided, however, that with respect to any Net Cash Proceeds received from an Asset Disposition or Recovery Event described in this Section 2.05(b)(i), at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the proceeds Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Borrower shall deliver to the Administrative Agent on or prior to the date of its receipt of Net Cash Proceeds from such Disposition permitted by a certificate of a Responsible Officer to the effect that the Borrower and/or any such Restricted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 7.05(g2.05(b), (x) the Borrower or the applicable Restricted Subsidiary (or any combination of the foregoing) shall not constitute reinvest such Net Cash Proceeds to acquire operating assets (including the extent that (Aconstruction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) such proceeds are reinvested in replacement properties or assetsto improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing, in each case, so long as within 365 days after the receipt of such Net Cash Proceeds, such acquisition, construction, improvement or other productive properties reinvestment action shall have been consummated; provided, however, that in the case of any Asset Disposition of, or assetsRecovery Event with respect to, acquired by any Collateral, in the event the Borrower or a such Restricted Subsidiary of a kind then used chooses to reinvest such Net Cash Proceeds, the Borrower or usable such Restricted Subsidiary, as applicable, shall reinvest such Net Cash Proceeds in the business assets of the applicable type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.05(b) shall be issued by a Person within 180 days from organized under the laws of any political subdivision of the United States); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii). Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. Notwithstanding anything contained herein to the contrary, so long as no Default under Section 8.01(a) or 8.01(f) or Event of Default shall have occurred and be continuing on the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further thatproceeds, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds received as a result of the Disposition of the Caesar, the Express or the Ingleside, Texas spoolbase located at 2000 Xxxxxx X, Xxxxxxxxx, Xxxxx (and ancillary equipment with respect thereto) shall not be required to the extent that such proceeds are be reinvested in replacement properties or assetsapplied as a prepayment as provided above, or other productive properties or assets, acquired but may be used by the Borrower Loan Parties for general corporate purposes not in violation of any Law or breach of any Loan Document; if a Guarantor Default under Section 8.01(a) or 8.01(f) or Event of a kind then used or usable in the business of the applicable Person within 180 days from Default shall have occurred and be continuing on the date of receipt of such proceeds, the Borrower must prepay an aggregate principal amount equal to 100% of such Net Cash Proceeds within one (1) Business Day of receipt thereof, to be applied pursuant to clauses (iii) and (vi) below. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred.; and

Mandatory. (ivii) If the Borrower Company or any of its Restricted Subsidiaries (A) Disposes of any property (other than any deemed Disposition of any property permitted by referred to in Section 7.05(g7.08(c)) or (B) suffers an Event of Loss, in each case, which results in the realization by such Person of Net Cash Proceeds, the Borrower shallshall prepay (or, subject to in the prior application of such Net Cash Proceeds pursuant to the provisions case of the Senior Credit Facility regarding the application of Incremental Term Facility, if any, offer to purchase at par), immediately upon receipt thereof by such Net Cash ProceedsPerson, prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Personwhich, in the aggregate with any other Net Cash Proceeds described in this Section 2.04(b)(i) that have not been used to prepay the Loans pursuant to this Section 2.04(b)(i) or reinvested pursuant to the proviso set forth below, exceeds $75,000,000; provided provided, that, the proceeds foregoing requirement to offer to purchase Incremental Term Loans, if any, shall only apply in the case of a Disposition of any Disposition permitted by Section 7.05(g) shall not constitute Significant Company or substantially all the assets of any Significant Company; provided, further, that, with respect to any Net Cash Proceeds to described in this Section 2.04(b)(i), at the extent that election of the Borrower (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired as notified by the Borrower to the Administrative Agent on or a Subsidiary prior to the receipt of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assetssuch Net Cash Proceeds), or other productive properties or assets, with such proceeds and so long as part of a like-kind exchange under Section 1031 of the Codeno Default shall have occurred and be continuing, the potential replacement properties Company or assets are identified by such Borrower Restricted Subsidiary may reinvest all or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer any portion of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in writing to the extent Administrative Agent); and provided, however, that such proceeds are any Net Cash Proceeds not so reinvested in replacement properties or assets, or other productive properties or assets, acquired by shall be immediately applied to the Borrower or a Guarantor of a kind then used or usable in the business prepayment of the applicable Person within 180 days from the date of receipt thereofLoans as set forth in this Section 2.04(b)(i).; and

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by pursuant to Section 7.05(g)7.05(f) or 7.05(p) which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $50,000,000 in the aggregate for all such Dispositions in any fiscal year, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clause (iii) below); provided provided, however, that, the proceeds of with respect to any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds realized under a Disposition described in this Section 2.05(b), at the election of the Borrower (as notified by the Borrower to the extent Administrative Agent within five Business Days of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful assets in the business so long as within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). (Aii) such proceeds are reinvested in replacement properties Upon the incurrence or assets, or other productive properties or assets, acquired issuance by the Borrower or a Subsidiary any of a kind then used its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends issued pursuant to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code7.03), the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership shall prepay an aggregate principal amount of Term Loans equal to the sold assets is transferred to the buyer lessor of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer (A) 100% of such property; provided further that, the proceeds of any Casualty Event shall not constitute all Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary and (B) the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below). (iii) Each prepayment of Loans pursuant to the foregoing subclauses (i) and (ii) of this Section 2.05(b) shall be applied to each Class of Term Loans on a Guarantor of a kind then used or usable in the business of the applicable Person pro rata basis and within 180 days from the date of receipt thereof.; andeach Class shall be

Mandatory. (i) If the Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of its Subsidiaries Disposes of Loss with respect to any property (other than any Disposition of any property permitted by Section 7.05(g)) Property which results in the realization by such Person of Net Cash ProceedsProceeds in excess of $500,000 individually or $1,000,000 on a cumulative basis in any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (y) promptly upon receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Borrower shall, subject to shall prepay the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay Obligations in an aggregate principal amount of Loans equal to 100% of the amount of all such Net Cash Proceeds immediately upon receipt thereof by such Personin excess of $500,000 individually or $1,000,000 on a cumulative basis in any fiscal year of the Borrower; provided thatthat in the case of each Disposition and Event of Loss, if the Borrower states in its notice of such event that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within one hundred eighty (180) days of the applicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, the proceeds Net Cash Proceeds thereof in assets used or useful in the business, then so long as no Default or Event of any Disposition permitted by Section 7.05(g) Default then exists, the Borrower shall not constitute be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are actually invested or reinvested as described in the Borrower’s notice within such one hundred eighty (A180) day period. Promptly after the end of such proceeds are reinvested in replacement properties or assetsone hundred eighty (180) day period, or other productive properties or assets, acquired by the Borrower shall notify the Administrative Agent whether the Borrower or a such Subsidiary of a kind then used has invested or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with reinvested such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds as described in the Borrower’s notice, and to the extent that such Net Cash Proceeds have not been so invested or reinvested, the Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds in excess of $500,000 individually or $1,000,000 on a cumulative basis in any fiscal year of the Borrower not so invested or reinvested. The amount of each such prepayment shall be applied to the Revolving Loans until paid in full (without a permanent reduction of the Revolving Credit Commitments). If the Administrative Agent or the Required Lenders so request, all proceeds of such Disposition or Event of Loss shall be deposited with the Administrative Agent and held by it in the Collateral Account. So long as no Default or Event of Default exists, the Administrative Agent is authorized to disburse amounts representing such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date Collateral Account to or at the Borrower’s direction for application to or reimbursement for the costs of receipt thereofreplacing, rebuilding or restoring such Property.; and

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g7.05(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l), 7.05(m), 7.05(n) or 7.05(p)) or any Casualty Event occurs, which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon (or, if the Borrower or any of its Subsidiaries has incurred Indebtedness that is permitted under Section 7.02 that is secured, on an equal and ratable basis with the Term A Loans, by a Lien on the Collateral permitted under Section 7.01, and such Indebtedness is required to be prepaid or redeemed with the net proceeds of any such Disposition or Casualty Event, then such lesser percentage of such Net Cash Proceeds such that such Indebtedness receives no greater than a ratable percentage of such Net Cash Proceeds based on the aggregate principal amount of Term A Loans and such Indebtedness then outstanding) promptly, but in any event within five Business Days, after actual receipt thereof by such PersonPerson (such prepayments to be applied as set forth in clause (iii) and subject to clauses (iv) and (v) below); provided thatprovided, the proceeds of however, that with respect to any Disposition permitted by Section 7.05(g) shall not constitute such Net Cash Proceeds actually received by or paid to or for the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by account of the Borrower or a any of its Subsidiaries, at the election of the Borrower, and so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary (x) may reinvest all or any portion of a kind then such Net Cash Proceeds in assets that are used or usable useful in the business of the applicable Person Borrower and its Subsidiaries so long as within 180 days from 12 months after the date of actual receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a binding commitment to reinvest all or any portion of such Net Cash Proceeds in such assets so long as such binding commitment is entered into within 12 months after the actual receipt of such Net Cash Proceeds and within 18 months after the actual receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the extent next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or a Guarantor (y); and provided, further, however, that any Net Cash Proceeds not so applied in accordance with clause (x) or (y) of a kind then used or usable the immediately preceding proviso shall be promptly, but in any event within five Business Days after the business end of the applicable Person within 180 days from reinvestment period, applied to the date prepayment of receipt thereofthe Term A Loans as set forth in this Section 2.05(b)(i).; and

Mandatory. (i) If Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition Excluded Joint Venture) in respect of any its property permitted by Section 7.05(g)) which results in or assets, after the realization by such Person first $50,000,000 of Net Cash ProceedsProceeds relating to any Extraordinary Receipts in the aggregate since the Restatement Closing Date, and thereafter any amount in excess of $5,000,000 for any one event or series of related events, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such all Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person received therefrom within 180 days from three Business Days after the date of receipt thereof by the Borrower or such Subsidiary subject to the provisions of Section 2.05(b)(vix) (such prepayments to be applied as set forth in clause (iiiv) below); provided that so long as no Default shall have occurred and be continuing, (A) if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in the business which may (but are not required to) be a replacement, restoration or repair of the assets or property in respect of which the Extraordinary Receipt was received, it shall deliver written notice of such intention to the Administrative Agent on or prior to the fifth Business Day immediately following the date on which the Borrower receives such Net Cash Proceeds, (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with shall have delivered such proceeds as part of a like-kind exchange under Section 1031 of the Codenotice, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to thereof may be reinvested 64 Vista Outdoor, Inc. - Amended and Restated Credit Agreement so long as within 12 months after the extent that receipt of such proceeds are reinvested in replacement properties Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or assetsunreasonably delayed, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person and is substantially completed within 180 days from 12 months after the date of receipt thereofof such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 12 months after such date of receipt, the Borrower shall have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Administrative Agent delivered prior to the expiration of such 12‑month period that it reasonably expects completion to occur within such additional 12‑month period) and (C) within 10 days of the date the Borrower consummates such restoration, repair or replacement or purchase, it shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying that all, or, subject to the immediately succeeding proviso, part of, such Net Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and, as a result, no mandatory prepayments are required under this Section 2.05(b)(i); provided further that any Net Cash Proceeds not so reinvested at the end of such period shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05.; and

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the Borrower shallBorrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSection 2.05(b)(vii), prepay an aggregate principal amount of Term Loans equal in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance)); provided that, at the proceeds option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then may be used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer end of such property and 12 month period) (the proceeds from “Reinvestment End Date”), then such property are reinvested remaining portion shall be required to acquire such replacement properties or assets within 180 days from prepay the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds Term Loans (to the extent that such proceeds are reinvested in replacement properties or assetsotherwise required by this Section 2.05(b)(i)), or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business as of the applicable Person date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 180 days from ten Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $45.0 million and 3.0% of Total Assets.; and

Mandatory. (i) (A) If the Borrower any Prepayment Asset Sale occurs or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person any Restricted Company of Net Cash Proceeds, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, prepay an aggregate principal amount of Initial Term Loans in an amount equal to 100% the Asset Sale Percentage of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”); provided that (x) no such prepayment shall be required pursuant to this ‎Section 2.06(b)(i)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion of such Net Cash Proceeds immediately upon receipt thereof by in accordance with ‎Section 2.06(b)(i)(B) (which election may only be made if no Specified Event of Default has occurred and is then continuing) and (y) if at the time that any such Person; provided thatprepayment would be required, the proceeds Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of any Disposition permitted by Section 7.05(g) shall not constitute the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been required pursuant to this ‎‎Section 2.06(b)(i) shall be reduced accordingly and (y) to the extent that the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (Aand in any event within ten (10) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from Business Days after the date of receipt thereof or (Bsuch rejection) if be applied to prepay the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, Initial Term Loans in accordance with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof.; andterms hereof;

Mandatory. (i) If Subject to Section 2.05(b)(ii) below, if any member of the Borrower or Restricted Group makes any of its Subsidiaries Disposes of any property (other than any Asset Disposition of any property permitted by Section 7.05(g)) which that results in the realization or receipt by such Person any member of the Restricted Group of Net Cash ProceedsAvailable Cash, the Borrower shallBorrowers shall cause to be prepaid on or prior to the date that is five Business Days after the realization or receipt by any member of the Restricted Group of such Net Available Cash (or, in the event of Net Available Cash which may be reinvested as set forth below in this Section 2.05(b)(i), on the date such reinvestment period expires), subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSection 2.05(b)(vii), prepay an aggregate principal amount of Term Loans equal in an amount which is the lesser of (A) the Net Available Cash from such Asset Disposition and (B) an amount so as to 100% of ensure that the Consolidated Senior Secured Net Leverage Ratio does not exceed 5.00 to 1.00 (on a pro forma basis after taking into account such Asset Dispositions and prepayments (but ignoring such Net Available Cash Proceeds immediately upon receipt thereof by such Personfor purposes of determining compliance)); provided that, at the proceeds option of the Borrowers, all or any portion of the Net Available Cash received in connection with an Asset Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then may be used or usable in the business of the applicable Person Restricted Group, including to make acquisitions, investments, capital expenditures or operational expenditures, in each case within 12 months of such receipt, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds is not so used within such 12 month period but within such 12 month period is contractually committed to be used, then if such proceeds are not so used within 180 days from the end of such 12 month period, provided that, such 180-day period may be extended if any such contractual commitment is terminated or rescinded by one additional 180-day period following the date of receipt thereof such termination or rescission) (B) if the applicable Borrower or Subsidiary intends “Reinvestment End Date”), then such remaining portion shall be required to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of prepay the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds Loans (to the extent that such proceeds are reinvested in replacement properties or assetsotherwise required by this Section 2.05(b)(i)), or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business as of the applicable Person date or such termination; provided, further, that, if at the time that any such prepayment would be required, any Borrower (or any member of the Restricted Group) is required to offer to prepay or repurchase other Senior Secured Indebtedness pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Disposition (such Senior Secured Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Available Cash on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within 180 days from ten Business Days after the date of receipt thereofsuch rejection) be applied to prepay the Term Loans in accordance with the terms hereof; provided, further, that no such prepayment under this Section 2.05(b)(i) shall be required where the amount of any such prepayment would be less than the greater of $100.0 million and 5.0% of Total Assets.; and

Mandatory. (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Sxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (o) or (p) and other than any event giving rise to an Extraordinary Receipt, which shall be governed by clause (ii) of this Section 7.05(g2.05(b)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds immediately upon promptly, but in any event within five Business Days, after the later of (A) receipt thereof by such PersonPerson and (B) the expiration of the 30-day period provided below (such prepayments to be applied as set forth in clauses (v) and (vi) below); provided thatprovided, the proceeds of however, that with respect to any Disposition permitted by Section 7.05(g) shall not constitute such Net Cash Proceeds received by or paid to or for the extent that account of the Borrower or any of its Subsidiaries, at the election of the Borrower (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired as notified by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to Administrative Agent not more than 30 days after receiving the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assetstherefrom), or other productive properties or assetsand so long as no Default shall have occurred and be continuing, acquired by the Borrower or such Subsidiary (x) may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed or (y) may enter into a Guarantor binding commitment to reinvest all or any portion of a kind then used such Net Cash Proceeds in operating assets so long as such binding commitment is entered into within 12 months after the receipt of such Net Cash Proceeds and within 18 months after the receipt of such Net Cash Proceeds such reinvestment shall have been completed, and, subject to the next succeeding proviso, no prepayment under this Section 2.05(b)(i) shall be required with respect to that portion of such Net Cash Proceeds that the Borrower elects to reinvest in accordance with the immediately preceding clause (x) or usable (y); and provided, further, however, that any Net Cash Proceeds not so applied in the business accordance with clause (x) or (y) of the applicable Person immediately preceding proviso shall be promptly, but in any event within 180 days from five Business Days, applied to the date prepayment of receipt thereof.; andthe Term Loans as set forth in this Section 2.05(b)(i). Table of Contents

Mandatory. (i) If The Borrower shall, on the Borrower Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsSubsidiaries, prepay an aggregate principal amount of Loans the Advances equal to 100% such Net Cash Proceeds; provided, however, that (A) the Borrower shall not be required to make any prepayment hereunder with Net Cash Proceeds unless and until the aggregate amount of all such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by Section 7.05(g) shall not constitute (excluding Net Cash Proceeds from Extraordinary Receipts) that have not theretofore been applied to prepay the Advances pursuant to this Section 2.06(b)(i) exceeds $5,000,000 (at such time the Borrower shall be required to make a prepayment hereunder with all such excess Net Cash Proceeds except to the extent that such prepayment is not required under clause (A) such proceeds are reinvested in replacement properties or assetsB), (C), or other productive properties or assets(D) of this proviso), acquired by the Borrower or a Subsidiary of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to extent the buyer aggregate amount of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute all Net Cash Proceeds (excluding Net Cash Proceeds from Extraordinary Receipts) received by the Loan Parties and their Subsidiaries shall exceed $10,000,000, only 75% of any amount of such excess amount of Net Cash Proceeds received shall be required to be applied to prepayment hereunder, (C) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such proceeds are reinvested event in replacement properties substantially the same location promptly after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or assetsany of its Subsidiaries, or other productive properties or assetsno such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder, acquired by the Borrower or a Guarantor of a kind then used or usable and (D) in the business case of Extraordinary Receipts Proceeds received with respect to a casualty or condemnation event in respect of Inventory, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder. Each such prepayment shall be applied first ratably to the applicable Person within 180 days from outstanding Term Advances, second ratably to the date of receipt thereofoutstanding Revolving Credit Facility as set forth in clause (iv) below, and third, if required under Section 2.03(g), deposited in the L/C Cash Collateral Account.; and

Mandatory. (i) If Subject to clause (iv) of this Section 2.03(b), if the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by under Section 7.05(g7.05 (other than clause (d) thereof)) which results in the realization by such Person of Net Cash ProceedsProceeds or the Borrower or any of its Restricted Subsidiaries receives any Net Cash Proceeds of casualty insurance or condemnation awards, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash Proceeds, shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof (or in the case of a Restricted Subsidiary that is not directly or indirectly wholly owned by the Borrower, in such Person; provided that, the proceeds lesser amount of any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds to the extent that (A) such proceeds as are reinvested in replacement properties or assets, or other productive properties or assets, acquired actually received by the Borrower or a wholly owned Restricted Subsidiary of the Borrower), such prepayment to occur (subject to the provisions below and to clause (iv) of this Section 2.03(b)) within 10 Business Days following receipt of such Net Cash Proceeds by such Person; provided, however, that, (x) with respect to any Net Cash Proceeds realized under a kind then used or usable Disposition described in this Section 2.03(b)(i), at the business election of the applicable Person Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets provided that, (i) within 180 days from after the receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary, as applicable, has reinvested the Net Cash Proceeds into operating assets or (ii) where such Net Cash Proceeds have not been reinvested within 180 days after the receipt of such Net Cash Proceeds, the Borrower or Restricted Subsidiary shall have entered into a binding agreement for such reinvestment and such reinvestment shall have been consummated within 180 days after entering into such reinvestment agreement (as certified by the Borrower in writing to the Administrative Agent); and (y) with respect to any Net Cash Proceeds of casualty insurance or condemnation awards, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt thereof of such Net Cash Proceeds of casualty insurance or (B) if condemnation awards), and so long as no Event of Default shall have occurred and be continuing, the applicable Borrower or such Restricted Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary may apply within 180 days from after the date the ownership to the sold assets is transferred to the buyer receipt of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to replace or repair the extent equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided that such proceeds are any Net Cash Proceeds referred to above in (x) or (y) to be so reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable shall be deposited in the business Cash Collateral Account pending such reinvestment and, provided, further, that any amount referred to above in (x) or (y) which is not so reinvested within the time specified therein shall be applied as set forth in clause (iv) of the applicable Person within 180 days from the date of receipt thereofthis Section 2.03(b).; and

Mandatory. (i) If the Borrower Upon receipt by any Loan Party or any of its --------- Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash ProceedsProceeds from any Asset Disposition, the Borrower shall, subject shall prepay the then outstanding Advances in an amount equal to the prior application one-hundred percent (100%) of such Net Cash Proceeds pursuant to payable concurrently with consummation of such Asset Disposition; provided that no such prepayment need be made (1) unless the provisions -------- Net Proceeds from any single Asset Disposition or series of related Asset Dispositions exceed $100,000 (in which case a prepayment shall be made in the amount of the Senior Credit Facility regarding entire Asset Disposition) or until the application of such cumulative Net Cash Proceeds, prepay an aggregate principal Proceeds from all Asset Dispositions by the Borrower in any particular fiscal year exceed $100,000 (in which case a prepayment shall be made in the amount of Loans equal the Net Proceeds from the specific Asset Disposition (or portion thereof) causing the limit to 100% be exceeded), except that the terms of such Net Cash Proceeds immediately upon receipt thereof by such Person; provided that, the proceeds of any Disposition permitted by this Section 7.05(g) shall not constitute Net Cash Proceeds be applicable with respect to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired Asset Dispositions by the Borrower or a any Subsidiary of a kind then used or usable if the Net Proceeds therefrom are reinvested in fixed assets (for use in its business or, with respect to the Borrower, the business of the applicable Person Subsidiaries) within 180 days of such Asset Disposition, provided that any such Net Proceeds -------- not so reinvested shall be used to prepay the Advances on the 181st day; provided, however, that with respect to the Net Proceeds from the date of receipt thereof or Orpington -------- ------- Sale/Leaseback, the Borrower shall have twenty-four (B24) if months from the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 closing of the CodeOrpington Sale/Leaseback to reinvest such Net Proceeds in fixed assets (for use in its business), the potential replacement properties or assets are identified by provided, that, if such Borrower or Subsidiary within 180 days Net Proceeds from the date -------- Orpington Sale/Leaseback are not so reinvested within such twenty-four (24) month period, any such Net Proceeds not so reinvested shall be used to prepay the ownership to Advances on the sold assets is transferred to Business Day immediately succeeding the buyer of such property and the proceeds from such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business second anniversary of the applicable Person within 180 days from closing of the date of receipt thereofOrpington Sale/Leaseback.; and

Mandatory. Subject to the ABL Intercreditor Agreement: (i%4) If (%5) if (x) the Borrower or any of its Restricted Subsidiaries Disposes of consummate any property Asset Sale or (other than y) any Involuntary Disposition of any property permitted by Section 7.05(g)) occurs, which results in the realization or receipt by the Borrower or such Person Restricted Subsidiary of Net Cash ProceedsProceeds in excess for all such Dispositions that have occurred subsequent to the immediately prior prepayment pursuant to this Section 2.03(b) (or, if there is no such prior prepayment, on or subsequent to the Closing Date) of $40,000,000, the Borrower shall, subject shall cause to be prepaid on or prior to the prior application date which is ten Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.03(b)(i)(A) if, on or prior to such date, the provisions 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 2.03(b)(i)(B) (which election may only be made if no Event of Default has occurred and is then continuing). (%5) with respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Senior Credit Facility regarding Borrower, and so long as no Event of Default shall have occurred and be continuing, the application Borrower may use all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business (including for making Acquisitions) within (i) 365 days of the receipt of such Net Cash Proceeds or (ii) if the Borrower enters into a legally binding commitment to use such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful for its business within 365 days after receipt of such Net Cash Proceeds, prepay an aggregate principal amount of Loans equal to 100% within 540 days after receipt of such Net Cash Proceeds immediately upon receipt thereof by such PersonProceeds; provided that, the proceeds of further that if any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds are not so used within the time period set forth above in this Section 2.03(b)(i)(B) or are no longer intended to the extent that (A) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary be so used at any time after delivery of a kind then used or usable in the business of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership to the sold assets is transferred to the buyer notice of such property and the proceeds from election, an amount equal to any such property are reinvested to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds shall be promptly applied to the extent that such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Guarantor of a kind then used or usable in the business prepayment of the applicable Person within 180 days from the date of receipt thereofLoans as set forth in this Section 2.03.; and

Mandatory. (i) If The Borrower shall, on the Borrower Business Day following the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries Disposes with respect to any sale, lease, transfer or other disposition of any property (other than Term Facility Collateral or any Disposition of any property permitted by Section 7.05(g)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall, subject to the prior application of such Net Cash Proceeds pursuant to the provisions of the Senior Credit Facility regarding the application of such Net Cash ProceedsExtraordinary Receipt, prepay an aggregate principal amount of Loans the Advances equal to 100% such Net Cash Proceeds; provided, however, that (A) in the case of Net Cash Proceeds that are Extraordinary Receipts in respect of any casualty or condemnation event related to the Term Facility Collateral (“Extraordinary Receipts Proceeds”), to the extent such Extraordinary Receipts Proceeds are used to repair, restore or replace the assets that are the subject of such event in substantially the same location within 180 days after the receipt of such Extraordinary Receipts Proceeds by a Loan Party or any of its Subsidiaries, no such Extraordinary Receipts Proceeds shall be required to be applied to any prepayment hereunder; (B) with respect to any Net Cash Proceeds (that are not Extraordinary Receipts Proceeds) realized under a 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 Subsidiary may reinvest all or any portion of such Net Cash Proceeds immediately upon in operating assets so long as within 180 days after the receipt thereof by of such PersonNet Cash Proceeds, such reinvestment shall have been consummated; provided thatand provided, the proceeds of further, however, that any Disposition permitted by Section 7.05(g) shall not constitute Net Cash Proceeds not so reinvested by the conclusion of such reinvestment period shall on the following Business Day be applied to the extent that prepayment of Loans as set forth in this Section 2.05(b)(i); and (AC) such proceeds are reinvested in replacement properties or assets, or other productive properties or assets, acquired by the Borrower or a Subsidiary of a kind then used or usable in the business case of Extraordinary Receipts Proceeds on account of the applicable Person within 180 days from the date of receipt thereof or (B) if the applicable Borrower or Subsidiary intends to acquire replacement properties or assets, or other productive properties or assets, with such proceeds as part of a like-kind exchange under Section 1031 of the Code, the potential replacement properties or assets are identified by such Borrower or Subsidiary within 180 days from the date the ownership claims subject to the sold assets is transferred Cxxxxxx Fire Settlement, no such Extraordinary Receipts Proceeds shall be required to the buyer of such property and the proceeds from such property are reinvested be applied to acquire such replacement properties or assets within 180 days from the date the ownership to the sold assets is transferred to the buyer of such property; provided further that, the proceeds of any Casualty Event shall not constitute Net Cash Proceeds prepayment hereunder to the extent that such proceeds are reinvested in replacement properties Extraordinary Receipts Proceeds shall be used to pay or assets, or other productive properties or assets, acquired by reimburse the Borrower or a Guarantor of a kind then used or usable Loan Parties and their Subsidiaries for funding the settlement fund described in the business definition of the applicable Person within 180 days from the date of receipt thereof.; and“Cxxxxxx Fire Settlement” and/or for legal fees and expenses incurred in connection therewith. Chemtura (Term Loan) Credit Agreement 37