Common use of Mandatory Prepayments of Loans Clause in Contracts

Mandatory Prepayments of Loans. 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 Loss, then (i) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to the amount of such Net Proceeds; provided, however, that (a) the foregoing provisions of this Section 4.8 shall not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Proceeds are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), (ii) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (b) accumulated proceeds in cash, checks or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this Section 4.8.

Mandatory Prepayments of Loans. 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 Loss, then (i) Subject to the terms and conditions of the Intercreditor Agreement, immediately (or, in the case of Net Cash Proceeds of Sale under Section 8.13(b), five (5) Business Days) after any Credit Party’s receipt of any Net Cash Proceeds of Sale, Borrower shall promptly notify the Agent agrees to make or cause to be made a mandatory prepayment (x) first, with all Net Cash Proceeds of Sale arising out of First Lien Collateral, of its Loans in an amount equal to one hundred percent (100%) of such proposed Disposition Net Cash Proceeds of Sale, such amounts to be applied to the Obligations in accordance with Section 3.02; (y) second, to the extent such Net Cash Proceeds of Sale arise out of Second Lien Collateral, of any Indebtedness outstanding under the Existing Credit Agreement, together with a corresponding permanent reduction of the commitments thereunder in the amount of such repayment and (z) third, with any remaining proceeds from Net Cash Proceeds of Sale arising out of Second Lien Collateral, of its Loans in an amount equal to one hundred (100%) of such Net Cash Proceeds of Sale, such amounts to be applied to the Obligations in accordance with Section 3.02; provided, that if a Reinvestment Notice has been delivered to the Administrative Agent with respect to any such sale and no Default or Event of Loss Default then exists, (including the amount A) such Net Cash Proceeds of the estimated Net Proceeds Sale shall not be required to be so applied on such date to the extent such Net Cash Proceeds of Sale received by from the Borrower or Reinvestment Event relate to such Subsidiary in respect thereof) Reinvestment Notice and (iiB) promptly upon, and in no event later than one Business Day after, receipt by the Borrower or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in on each Reinvestment Prepayment Date an aggregate amount equal to the amount of such Net Proceeds; provided, however, that (a) Reinvestment Prepayment Amount shall be applied toward prepayment as provided herein. Each mandatory prepayment required to be paid toward the foregoing provisions of Obligations by Borrower by this Section 4.8 3.01(b)(i) shall not apply be allocated and applied first, to (i) Net Proceeds the repayment of less than $2,000,000 received by the Borrower or Loans; second, to any Subsidiary in connection with remaining non-contingent Obligations of Borrower; and then, to the extent any Disposition or Event of Losssuch Obligations are contingent, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Proceeds are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), (ii) deposited in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (b) accumulated proceeds in cash, checks or other cash equivalent financial instruments applicable Cash Collateral Account as Cash Collateral in respect of any Disposition or Event of Loss at any time in excess of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the contingent Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this Section 4.8.

Mandatory Prepayments of Loans. If In the event that the Borrower or any Subsidiary shall at of its Subsidiaries receives any time Net Cash Proceeds arising from any Equity Issuance by the Borrower, Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.06(b)) or from time to time make or agree to make a Prepayment Disposition, or shall suffer an Event of Lossin each case after the Closing Date, then (i) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds not later than three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds; provided that if at the time that any such prepayment from any Prepayment Disposition would be required, the Borrower is required to offer to repurchase any NPA Notes pursuant to the Note Purchase Agreement with the Net Cash Proceeds of such Prepayment Disposition, then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and NPA Notes at such time); provided, further, that (i) the portion of such Net Cash Proceeds allocated to the NPA Notes shall not exceed the amount of such Net Proceeds; providedCash #89114709v24 Proceeds required to be allocated to the NPA Notes pursuant to the applicable Note Purchase Agreement, howeverand the remaining amount, that (a) the foregoing provisions if any, of this Section 4.8 shall not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Cash Proceeds are reinvested or otherwise applied shall be allocated to the Loans in accordance with the following clauses terms hereof to the prepayment of the Loans, and (ii) to the extent the holders of NPA Notes decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (iii), (ii5) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days Business Days after the occurrence date of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (brejection) accumulated proceeds in cash, checks or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this Section 4.8.the terms hereof. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds from any such Equity Issuance, Debt Issuance or Prepayment Disposition, and such notice shall be accompanied by a reasonably detailed calculation of such Net Cash Proceeds. Each prepayment of Loans shall be applied first to the Tranche A Loans until the amount of Tranche A Loans outstanding is £0, and any remaining amounts shall be applied to the Tranche B Loans until the amount of Tranche B Loans outstanding is £0. Within each Tranche, the prepayments will be applied ratably to the Lenders’ Loans. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to

Mandatory Prepayments of Loans. 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 Loss, then (i) If any Loan Party Disposes of any property pursuant to Section 8.10(a) other than property recorded as current assets on the Borrower Company’s consolidated financial statements which results in the realization by such Person of Net Cash Proceeds in excess of $10 million, the Company shall promptly notify prepay an aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Agent Revolving Commitments hereunder) equal to 100% of such proposed Disposition or Event of Loss Net Cash Proceeds (including amounts below $10 million) within 10 Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, that, if on any date that a mandatory prepayment is due hereunder, the amount of the estimated mandatory prepayment due exceeds the aggregate principal amount of L/C Borrowings and Revolving Loans outstanding, the Company’s obligations under this Section 2.05(b)(i) shall be satisfied by prepaying such aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder); and provided, further, that, with respect to any Net Cash Proceeds to be received realized under a Disposition described in this Section 2.05(b)(i) that would trigger a prepayment hereunder, at the election of the Company (as notified by the Borrower Company to the Administrative Agent on or prior to tenth Business Day after such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower may reinvest all or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to the amount any portion of such Net Proceeds; provided, however, that Cash Proceeds in assets (aincluding capital expenditures) the foregoing provisions of this Section 4.8 shall not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, Permitted Acquisition so long as within the later of (x) 360 days after the receipt of such Net Cash Proceeds are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), (iiy) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence entry into a contract to reinvest such proceeds within 360 days after the receipt thereof, such purchase shall have been consummated (as certified by the Company in writing to the Administrative Agent); and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be promptly applied to the repayment of the L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder) to the extent set forth in this Section 2.05(b)(i). Notwithstanding anything herein to the contrary, if the property disposed of is Real Property subject to a Mortgage either (1) the Net Cash Proceeds must within the later of (x) 360 days after the receipt of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; Net Cash Proceeds and (by) accumulated 180 days after the entry into a contract to reinvest such proceeds within 360 days after the receipt thereof, be used to reinvest in casha new Real Property of equal or greater fair market value subject to a Mortgage or (2) within such later date after the receipt of such Net Cash Proceeds, checks the Company or other cash equivalent financial instruments in respect a Subsidiary must grant a Mortgage on existing owned Real Property of any Disposition equal or Event greater fair market value; provided that the Company shall have no obligation under this sentence if all of Loss at any time its U.S. domestic properties with a fair market value in excess of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered $10 million are subject to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this Section 4.8a Mortgage.

Mandatory Prepayments of Loans. If (a) Upon receipt by the Borrower or any Subsidiary shall at of its Subsidiaries of any time Extraordinary Receipts aggregating any amount in excess of $5,000,000 in relation to one or from time to time make a series of related events in respect of its property or agree to make assets (a Disposition“Prepayment Event”), or shall suffer an Event of Loss, then (i) the Borrower shall promptly notify shall, at such time as the Agent aggregate Net Cash Proceeds of such proposed Disposition or Event of Loss (including Prepayment Events occurring after the Closing Date exceeds $50,000,000, prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom within three (3) Business Days after the estimated Net Proceeds to be received date of receipt thereof by the Borrower or such Domestic Subsidiary in respect thereof) and (ii) promptly upon, and in subject to the provisions of Section 5.17(d); provided that so long as no event later than one Business Day after, receipt by the Borrower or the Subsidiary of the Net Proceeds of such Disposition Default or Event of LossDefault shall have occurred and be continuing, if the Borrower intends to reinvest the Net Cash Proceeds thereof in capital assets used or useful in its 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, the Net Cash Proceeds thereof may be reinvested so long as within 12 months after the receipt of such Net Cash Proceeds such reinvestment shall have begun and so long as such reinvestment has not been terminated, abandoned or unreasonably delayed, and is substantially completed within 24 months after the date of receipt of such Net Cash Proceeds (provided that if the relevant project is not substantially completed within 24 months after such date of receipt, the Borrower shall prepay have up to an additional 12 months to complete such project so long as it certifies in a written notice to the Loans 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); provided further that, with respect to any Prepayment Event involving Extraordinary Receipts in an aggregate amount equal in excess of $50,000,000, by not later than the next following date on which an Officer’s Compliance Certificate is required to be delivered pursuant to Section 8.2(a) after the Borrower consummates such restoration, repair or replacement or purchase with respect to all or the last remaining portion of such Extraordinary Receipts, it shall deliver a certificate (or include a certification in the Officer’s Compliance Certificate) of a Responsible Officer to the amount of Administrative Agent certifying that all such Net Proceeds; provided, however, that (a) the foregoing provisions of this Section 4.8 shall not apply to (i) Net Cash Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Proceeds are have been reinvested or otherwise applied in accordance with the following clauses (iiproviso of this Section 5.17(a) and (iiiand, as a result, no mandatory prepayments are required under this Section 5.17(a); provided, (ii) in further, that any Net Cash Proceeds not so reinvested at the case end of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which period shall be located at immediately applied to the Fab 25 Facility to be used in the ongoing operation prepayment of the Fab 25 Facility, or (iii) Term Loans as set forth in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and clause (b) accumulated proceeds of this Section 5.17, and, following the payment in cash, checks or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess full of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered Term Loans, to the Agent to be held by the Agent Revolving Facility as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described set forth in clause (ac) above of this Section 5.17. To the extent that any or all of the Net Cash Proceeds of any Extraordinary Receipts that are not reinvested required to be applied to prepayments pursuant to this Section 5.17 are received by a Foreign Subsidiary is prohibited or otherwise applied within such 180-day perioddelayed by applicable local law from being repatriated to the United States, the Borrower shall be obligated to immediately apply portion of such Net Cash Proceeds so affected will not be required to prepay be applied to repay Loans at the times provided in this Section 5.17 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds that would otherwise be required to be applied to prepayments pursuant to this Section 5.17 is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans in accordance with pursuant to this Section 4.85.17.

Mandatory Prepayments of Loans. 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 Loss, then (i) If any Loan Party Disposes of any property pursuant to Section 8.10(a) other than property recorded as current assets on the Borrower Company’s consolidated financial statements which results in the realization by such Person of Net Cash Proceeds in excess of $10 million, the Company shall promptly notify prepay an aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Agent Revolving Commitments hereunder) equal to 100% of such proposed Disposition or Event of Loss Net Cash Proceeds (including amounts below $10 million) within 10 Business Days following receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, that, if on any date that a mandatory prepayment is due hereunder, the amount of the estimated mandatory prepayment due exceeds the aggregate principal amount of L/C Borrowings and Revolving Loans outstanding, the Company’s obligations under this Section 2.05(b)(i) shall be satisfied by prepaying such aggregate principal amount of L/C Borrowings or Revolving Loans (without any reduction of the Revolving Commitments hereunder); and provided, further, that, with respect to any Net Cash Proceeds to be received realized under a Disposition described in this Section 2.05(b)(i) that would trigger a prepayment hereunder, at the election of the Company (as notified by the Borrower Company to the Administrative Agent on or prior to tenth Business Day after such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower may reinvest all or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to the amount any portion of such Net Proceeds; provided, however, that Cash Proceeds in assets (aincluding capital expenditures) the foregoing provisions of this Section 4.8 shall not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, Permitted Acquisition so long as within the later of (x) 360 days after the receipt of such Net Cash Proceeds are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), (iiy) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of entry into a contract to reinvest such Event of Loss to repair or reconstruct proceeds within 360 days after the damaged property or property affected receipt thereof, such purchase shall have been consummated (as certified by the condemnation or takingCompany in writing to the Administrative Agent); and (b) accumulated proceeds in cash, checks provided further that any Net Cash Proceeds not subject to such definitive agreement or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess so reinvested shall be promptly applied to the repayment of the individual L/C Borrowings or aggregate limits described in Revolving Loans (without any reduction of the preceding clause (a)(iRevolving Commitments hereunder) shall be delivered to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, extent set forth in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this Section 4.82.05(b)(i).

Mandatory Prepayments of Loans. If the Borrower Parent 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 Loss, then (i) the Borrower Parent shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower Parent or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower Parent or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower Parent shall prepay the Loans in an aggregate amount equal to the amount of such Net Proceeds; provided, however, that (a) the foregoing provisions of this Section 4.8 shall not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower Parent or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower Parent or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Proceeds are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), (ii) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (b) accumulated proceeds in cash, checks or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this Section 4.8. In addition, if upon delivery to the Documentation Agent and the Lenders of the New Fab 25 Facility Appraisal (if such appraisal is requested by the Documentation Agent pursuant to Section 9.27(b)) the Aggregate Term Loan Outstandings shall exceed the sum of (A) 80% of the orderly liquidation value of the Machinery & Equipment as set forth in the Machinery & Equipment Appraisal plus (B) 50% of the fair market value (as vacant) of the Fab 25 Facility as set forth in the New Fab 25 Facility Appraisal, then the Borrower promises to pay to the Agent, for the account of the Lenders, the amount by which the Aggregate Term Loan Outstandings exceed such sum of (A) plus (B) within three (3) Business Days after demand by the Agent or any Lender.

Mandatory Prepayments of Loans. 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 Loss, then (i) Asset Sales and Recovery Events. (A) Promptly following any Asset Sale or series of Asset Sales which causes the Borrower shall promptly notify the Agent of aggregate Net Cash Proceeds received from all Asset Sales during such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds Fiscal Year to be received by the Borrower or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower or the Subsidiary of the Net Proceeds of such Disposition or Event of Lossexceed $50,000,000, the Borrower shall prepay the Term Loans in an aggregate amount equal to one hundred percent (100%) of the amount Net Cash Proceeds in excess of $50,000,000 derived from all such Net ProceedsAsset Sales (such prepayment to be applied as set forth in clause (ii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied to the extent (a1) the foregoing provisions of Borrower delivers to the Administrative Agent a certificate stating that it intends to use such Net Cash Proceeds to acquire assets used or useful in its business or to make Permitted Acquisitions or other investments permitted under this Section 4.8 shall not apply to Agreement, and (i2) Net Proceeds of less than $2,000,000 received by such reinvestment or Permitted Acquisition is consummated within three hundred and sixty-five (365) days (or if the Borrower or any Restricted Subsidiary has entered into a binding agreement to make such Permitted Acquisition within such 365 day period, such period shall be extended for an additional 180 days with respect to the portion of such Net Cash Proceeds so committed to be reinvested or applied in such acquisition) of receipt of the Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter and (B) to the extent of cash proceeds received in connection with any Disposition or a Recovery Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Proceeds which are reinvested or otherwise applied in accordance with the following clauses (ii) and (iii), (ii) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days after the occurrence of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (b) accumulated proceeds in cash, checks or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess of the individual or aggregate limits described $50,000,000 in the preceding aggregate and which are not used to acquire fixed or capital assets used or useful in its business within three hundred sixty-five (365) days (as such period may be extended pursuant to the foregoing clause (a)(iA)(2) shall be delivered to above) of the Agent to be held by the Agent as Collateral hereunder pending reinvestment receipt of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day periodcash proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to one hundred percent (100%) of such cash proceeds net of all third-party costs incurred to obtain such cash proceeds (such prepayment to be obligated applied as set forth in clause (ii) below); provided, further, that in the event that any Indebtedness (including Refinancing Debt) is then outstanding that is secured on a pari passu basis, up to immediately apply a pro rata portion of such Net Cash Proceeds (based on the respective principal amount of Term Loans and other Indebtedness, respectively, then outstanding), may be applied to prepay such Indebtedness to the Loans in accordance with this Section 4.8.extent required hereby. (ii)

Mandatory Prepayments of Loans. If In the event that the Borrower or any Subsidiary shall at of its Subsidiaries receives any time Net Cash Proceeds arising from any Equity Issuance by the Borrower, Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.06(b)) or from time to time make or agree to make a Prepayment Disposition, or shall suffer an Event of Lossin each case after the Closing Date, then (i) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower or such Subsidiary in respect thereof) and (ii) promptly upon, and in no event later than one Business Day after, receipt by the Borrower or the Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds not later than three Business Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds; provided that if at the time that any such prepayment from any Prepayment Disposition would be required, the Borrower is required to offer to repurchase any NPA Notes pursuant to the Note Purchase Agreement with the Net Cash Proceeds of such Prepayment Disposition, then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and NPA Notes at such time); provided, further, that (i) the portion of such Net Cash Proceeds allocated to the NPA Notes shall not exceed the amount of such Net Proceeds; providedCash Proceeds required to be allocated to the NPA Notes pursuant to the applicable Note Purchase Agreement, howeverand the remaining amount, that (a) the foregoing provisions if any, of this Section 4.8 shall not apply to (i) Net Proceeds of less than $2,000,000 received by the Borrower or any Subsidiary in connection with any Disposition or Event of Loss, subject to a maximum of $10,000,000 of Net Proceeds received by the Borrower or any Subsidiary (on an aggregate basis) in any Fiscal Year, so long as such Net Cash Proceeds are reinvested or otherwise applied shall be allocated to the Loans in accordance with the following clauses terms hereof to the prepayment of the Loans, and (ii) to the extent the holders of NPA Notes decline to have such Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (iii), (ii5) in the case of any Disposition of Machinery & Equipment, Net Proceeds actually applied within 180 calendar days after such Disposition to replace such Machinery & Equipment with other Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (iii) in the case of any Event of Loss, Net Proceeds actually applied within 180 days Business Days after the occurrence date of such Event of Loss to repair or reconstruct the damaged property or property affected by the condemnation or taking; and (brejection) accumulated proceeds in cash, checks or other cash equivalent financial instruments in respect of any Disposition or Event of Loss at any time in excess of the individual or aggregate limits described in the preceding clause (a)(i) shall be delivered to the Agent to be held by the Agent as Collateral hereunder pending reinvestment of such proceeds or application of such proceeds to pay the Obligations, in each case, in accordance with this Agreement and the other Loan Documents. In the event that the Net Proceeds described in clause (a) above are not reinvested or otherwise applied within such 180-day period, the Borrower shall be obligated to immediately apply such Net Proceeds to prepay the Loans in accordance with this the terms hereof. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Subsidiary, of such Net Cash Proceeds from any such Equity Issuance, Debt Issuance or Prepayment Disposition, and such notice shall be accompanied by a reasonably detailed calculation of such Net Cash Proceeds. Each prepayment of Loans shall be applied first to the Tranche A Loans until the amount of Tranche A Loans outstanding is £0, and any remaining amounts shall be applied to the Tranche B Loans until the amount of Tranche B Loans outstanding is £0. Within each Tranche, the prepayments will be applied ratably to the Lenders’ Loans. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 4.83.05.