Common use of Mandatory Prepayments and Commitment Reductions Clause in Contracts

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).

Mandatory Prepayments and Commitment Reductions. (a) Same as Existing Credit Agreement, except: (i) Subject to the last paragraph excess cash flow prepayment provision in the Existing Credit Agreement shall be replaced by a new provision providing that, in respect of this Section 5.02(aeach of (x) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the second half of fiscal year ending December 312016 and (y) fiscal year 2017, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) % of Consolidated Excess Cash Flow (if anyto be defined in a manner consistent with the Existing Credit Agreement with such modifications mutually agreed by the parties) for such fiscal year, period shall be used to be applied as set forth in Section 5.02(a)(ixprepay the Term Loans (the “Excess Cash Flow Sweep”); provided, provided that if, any voluntary prepayment of Term Loans made during each such period shall be credited against excess cash flow prepayment obligations for such period on a dollar-for-dollar basis; (ii) the Extraordinary Receipts prepayment provisions in the Existing Credit Agreement shall be modified to (i) include all proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings with respect to or otherwise connected to the Deer Run mine (“Hillsboro Business Interruption Insurance Proceeds”) in the definition of “Extraordinary Receipts”, (ii) permit Extraordinary Receipts constituting insurance proceeds (other than Hillsboro Business Interruption Insurance Proceeds) to be used to repay any fiscal year in which a mandatory prepayment pursuant purchase money, capital lease or other project-level Indebtedness permitted under the Credit Agreement (including the Longwall Financing Arrangements) that is secured by Liens on such insurance proceeds (or assets and property that gave rise to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (Binsurance proceeds) to the extent not funded with required under the proceeds of documents governing such Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment as in effect as of the later to occur of (x) the Effective Date and (y) the time of the event giving rise to such insurance proceeds, and (iii) provide that the Hillsboro Business Interruption Insurance Proceeds are not subject to reinvestment rights or the 100% prepayment requirement, but 50% thereof shall be used to prepay the Term Loans (to and the extent permitted hereunder) made during such fiscal year and, at remaining 50% may be retained by the Borrower’s option. (iii) the aggregate commitments under the Revolving Facility shall be reduced on a pro rata basis on December 31, during the period after the end of such fiscal year 2016 to $450 million, without premium or penalty; and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect iv) Section 2.05(c)(i)(A) of the prior fiscal year Existing Credit Agreement shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is madebe revised to include a reference to Section 7.05(r).

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) ), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph Reserved (ii) If a Change of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 2021Control occurs, the Borrower shall prepay the entire principal amount of the Loans on or prior to the date which is ninety (90) days after the date of such Change of Control and the Total Revolving Credit Commitments shall be permanently reduced to $0. (iii) The Borrower shall notify the Agent in writing of any mandatory prepayment of Loans and corresponding reduction of the Total Revolving Credit Commitments required to be made pursuant to clauses (i) through (ii) of this Section 2.3(b) at least three (3) U.S. Government Securities Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Agent will promptly notify each Lender of the contents of any such prepayment notice and of such Xxxxxx’s pro rata share of the prepayment. Any Lender (a “Declining Lender”, and any Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to the Loans held by such Lender pursuant to clause (i) of this Section 2.3(b) not be made, in which event the portion of such prepayment or commitment reduction which would otherwise have been applied to the Loans of the Declining Lenders shall instead be retained by the Borrower. If a Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. (iv) If for any reason the aggregate amount of Loans outstanding at any time exceeds the aggregate Total Revolving Credit Commitments then in effect, the Borrower shall promptly prepay Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an aggregate amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)excess. 2.4.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix5.02(a)(viii); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (i) Subject to the last paragraph of this excluding any Indebtedness permitted in accordance with Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth 7.2 (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”other than Term Loan Refinancing Indebtedness)), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) to 100% of Consolidated Excess the Net Cash Flow (if any) for such fiscal year, to Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 5.02(a)(ix2.11(e); provided that prepayments pursuant to this Section 2.11(a) shall be accompanied by any fees payable with respect thereto pursuant to Section 2.10(b). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Asset Sale Percentage of such Net Cash Proceeds shall be applied within 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided, that, notwithstanding the foregoing, no such prepayment shall be required to the extent that if, with respect to the aggregate Net Cash Proceeds received from Asset Sales or Recovery Events in any fiscal year is less than $50,000,000 (it being understood that only amounts in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day excess of such fiscal year is (x) equal thresholds shall be required to 0.50x less than the applicable Closing Date Leverage Ratiobe applied to any prepayment); provided further that on each Reinvestment Prepayment Date, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of Consolidated Excess the Term Loans as set forth in Section 2.11(e); provided further that, notwithstanding the foregoing, such Net Cash Flow (if any) for such fiscal year, Proceeds may be applied towards the prepayment or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) purchase of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) Pari Passu Secured Indebtedness to the extent not funded the documentation governing such Indebtedness requires such a prepayment or purchase with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase Net Cash Proceeds from any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made).Asset Sale or 56 0000-0000-0000 v.2

Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Facilities Majority Lenders shall otherwise agree, if any Fill-in Equity Proceeds shall be received, any Capital Stock shall be sold or issued (but only when the Consolidated Leverage Ratio is equal to or greater than 5.00 to 1.00), or any Indebtedness shall be incurred, by any of the Holding Companies, any of the Borrowers or any of their Subsidiaries (excluding (i) Subject to any Indebtedness incurred in accordance with Section 7.2 as in effect on the last paragraph date of this Section 5.02(a) and subject to the Intercreditor Agreement, on (ii) any Indebtedness of Avalon Cable the proceeds of which are used to fund ABRY Bridge Subordinated Debt, (iii) any ABRY Bridge Subordinated Debt, (iv) any Permitted Refinancing Indebtedness, (v) the Exchange Notes, (vi) any Indebtedness incurred by any Holding Company in connection with a borrowing from any other Holding Company, (vii) any Capital Stock issued by Avalon Cable to fund Avalon Cable Indebtedness, (viii) any Capital Stock issued to finance Capital Expenditures or prior Investments permitted hereunder, (ix) any Indebtedness constituting a Guarantee Obligation and (x) resales of common equity or common equity options of Avalon Cable referred to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to in Section 9.01(d)(iii) (the “ECF Payment Date”7.6(b)), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) , without duplication, 100% of Consolidated Excess such Fill-in Equity Proceeds and of the Net Cash Flow (if any) for Proceeds of such fiscal year, to issuance of Capital Stock or incurrence of Indebtedness shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Tranche A Term Loan Commitments and Revolving Credit Commitments as set forth in Section 5.02(a)(ix2.11(d); , provided that the Net Cash Proceeds of the Senior Discount Notes and any such Fill-in Equity Proceeds may be applied to prepay the Indebtedness under the Bridge Credit Agreement and the Exchange Note Indenture and, thereafter, to prepay the Indebtedness under the ABRY Bridge Subordinated Debt described in clause (a)(i) of the definition of such term and Permitted Refinancing Indebtedness in respect thereof before any portion of such Net Cash Proceeds and Fill-in Equity Proceeds shall be applied in accordance with this Section and provided, further, that if, with respect to any fiscal year certain other circumstances in which a mandatory prepayment pursuant to the requirements of this Section 5.02(a)(i2.11(a) is otherwise due, are modified are set forth in the Total Leverage Ratio as of the last day of such fiscal year is (x) equal second proviso to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is madeSection 7.2(f)(i).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by any Group Member (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement, on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”other than Excluded Indebtedness), commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) to 100% of Consolidated Excess the Net Cash Flow (if any) for such fiscal year, to Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and, if applicable, the reduction of any unused Tranche A Term Commitments) and the reduction of the Revolving Commitments as set forth in Section 5.02(a)(ix4.2(g); provided, provided that if, with respect (i) to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total extent that the Consolidated Leverage Ratio as of the last day date of incurrence of Indebtedness pursuant to Section 8.2(a)(xv), calculated on a pro forma basis after giving effect to the incurrence of such fiscal year Indebtedness (and any required repayments hereunder), is (x) greater than or equal to 0.50x 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect thereto, only 75% of the applicable Closing Date Leverage RatioNet Cash Proceeds of such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans (and, then if applicable, the Borrower shall prepay reduction of any unused Tranche A Term Commitments) and the Loans reduction of the Revolving Commitments as set forth in an amount equal to twenty-five percent Section 4.2(g) and (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (Bii) to the extent not funded with that the proceeds Consolidated Leverage Ratio as of the date of incurrence of Indebtedness pursuant to Section 8.2(a)(xv), calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket required repayments hereunder), is less than 4.0 to 1.0 after giving effect thereto, only 50% of the sum Net Cash Proceeds of all voluntary such Indebtedness shall be applied on the date of such incurrence toward the prepayment of the Term Loans (to the extent permitted hereunder) made during such fiscal year and, at if applicable, the Borrower’s option, during reduction of any unused Tranche A Term Commitments) and the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect reduction of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year Revolving Commitments as set forth in which such payment is madeSection 4.2(g).

Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be incurred by the Company or any Subsidiary (iexcluding any Indebtedness incurred in accordance with Section 7.03), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans. (b) Subject If on any date the Company or any Subsidiary shall receive Net Cash Proceeds from any single Disposition or Recovery Event, or series of related Disposition or Recovery Events, exceeding $10,000,000 in the aggregate, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the last paragraph of this Section 5.02(a) and subject Reinvestment Prepayment Amount with respect to the Intercreditor Agreementrelevant Reinvestment Event shall be applied toward the prepayment of the Term Loans. (c) If, on or prior to for any fiscal year of the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii) (the “ECF Payment Date”), Company commencing with the fiscal year ending December March 31, 20212018 there shall be Excess Cash Flow, on the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated relevant Excess Cash Flow Application Date (if anydefined below), an amount, equal to (x) the ECF Percentage of such Excess Cash Flow for such fiscal yearyear minus (y) optional prepayment of the Loans (except prepayments of Revolving Loans that are not accompanied by a corresponding permanent reduction of Revolving Commitments) pursuant to Section 2.10(a) other than to the extent that any such prepayment is funded with the proceeds of Funded Debt, to shall be applied toward the prepayment of the Term Loans as set forth in Section 5.02(a)(ix2.11(d); provided. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Company referred to in Section 6.1(a), that if, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) The application of any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due2.11 shall be made, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal first, to 0.50x less than the applicable Closing Date Leverage RatioBase Rate Loans and, then the Borrower shall prepay the Loans in an amount equal second, to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary Eurocurrency Rate Loans. Each prepayment of the Loans (under Section 2.11 shall be accompanied by accrued interest to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end date of such fiscal year and before prepayment on the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made)amount prepaid.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject to the last paragraph of this Section 5.02(a) and subject to the Intercreditor Agreement), on or prior to the tenth (10th) Business Day after the date on which the Borrower is required to deliver a Compliance Certificate pursuant to Section 9.01(d)(iii9.01(e)(iii) (the “ECF Payment Date”), commencing with the fiscal year ending December 31, 20212020 (with regard to the fiscal year ending December 31, 2020, solely for the period from the Closing Date until December 31, 2020), the Borrower shall prepay the Loans in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix5.02(a)(viiiix); provided, that if, with respect to any fiscal year in which a mandatory prepayment pursuant to this Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) less than or equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio2.50:1.00, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (other than revolving credit loans) (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) ), including the Blue Torch Loans or 2022-II Supplemental DDTLs, made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made);.

Mandatory Prepayments and Commitment Reductions. (a) (i) Subject Not later than the first Business Day following the date of receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Borrower shall notify the Administrative Agent of such receipt. On the first Business Day following the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds in respect of any Specified Asset Sale, the Revolving Commitments shall be reduced by an amount equal to the last paragraph aggregate amount of this such Net Cash Proceeds, and if after giving effect to any such reduction in the Revolving Commitments, the aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in each case pursuant to and in accordance with Section 5.02(a) 2.9(e); provided that, so long as no Default or Event of Default shall have occurred and subject be continuing, the Borrower may, with respect to the Intercreditor Agreementany Specified Asset Sale, on or prior to the tenth date of the required commitment reduction, deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that the Borrower intends to cause such Net Cash Proceeds (10thor a portion thereof specified in such certificate) Business Day to be reinvested in long-term assets that are used or useful in the business of the Borrower and its Restricted Subsidiaries within 365 days after the receipt of such Net Cash Proceeds, and certifying that, as of the date on thereof, no Default or Event of Default has occurred and is continuing, in which case no reduction in Revolving Commitments shall occur with respect to the Borrower is required amount intended to deliver a Compliance Certificate pursuant be so reinvested as set forth in such certificate; provided further that the Revolving Commitments shall be reduced by an amount equal to Section 9.01(d)(iii) (the “ECF Payment Date”)aggregate amount of such Net Cash Proceeds that are not so reinvested by the end of such period, commencing with and if after giving effect to any such reduction in Revolving Commitments, the fiscal year ending December 31, 2021aggregate principal amount of Outstandings exceeds the Revolving Commitments at such time, the Borrower shall prepay repay the outstanding Loans and Reimbursement Obligations and cash collateralize outstanding Letters of Credit, in an amount equal to: (A) fifty percent (50%) of Consolidated Excess Cash Flow (if any) for such fiscal year, to be applied as set forth in Section 5.02(a)(ix); provided, that if, with respect to any fiscal year in which a mandatory prepayment each case pursuant to this and in accordance with Section 5.02(a)(i) is otherwise due, the Total Leverage Ratio as of the last day of such fiscal year is (x) equal to 0.50x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to twenty-five percent (25%) of Consolidated Excess Cash Flow (if any) for such fiscal year, or (y) equal to 1.00x less than the applicable Closing Date Leverage Ratio, then the Borrower shall prepay the Loans in an amount equal to zero percent (0%) of Consolidated Excess Cash Flow (if any) for such fiscal year; minus (B) to the extent not funded with the proceeds of Indebtedness (and to the extent funded with the proceeds of equity, such proceeds shall not increase any other basket hereunder), the sum of all voluntary prepayment of the Loans (to the extent permitted hereunder) made during such fiscal year and, at the Borrower’s option, during the period after the end of such fiscal year and before the applicable ECF Payment Date (provided, that any such prepayment made after the end of such fiscal year but before the applicable ECF Payment Date that Borrower elects to deduct from the payment required under this provision in respect of the prior fiscal year shall not reduce Consolidated Excess Cash Flow for the fiscal year in which such payment is made2.9(e).