Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtNotes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If Upon any redetermination of or any other adjustment to the amount of the Borrowing Base in accordance with Section 2.4 (other than in accordance with Section 2.4(e)) or otherwise pursuant to this Agreement, if a Borrowing Base Deficiency exists, then the Borrower shall: (i) at its election (A) prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, (B) execute documentation reasonably acceptable to the Administrative Agent to create a first priority perfected Lien in additional Oil and Gas Properties with value and quality satisfactory to the Administrative Agent and the Required Lenders in their sole discretion not currently subject to a mortgage Lien in favor of the Administrative Agent pursuant to the Collateral Documents of equal or greater value to such Borrowing Base Deficiency, (C) prepay the Loans in five (5) equal monthly installments each equal to one-fifth of such Borrowing Base Deficiency, the first of which shall be due on any the thirtieth (30th) day following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the Borrower adjustment occurs; or (D) exercise any combination of its Subsidiaries shall receive Net Cash Proceeds from the foregoing and (ii) if any Asset Sale or Recovery Event thensuch Borrowing Base Deficiency remains after prepaying all of the Loans as a result of an LC Exposure, with respect pay to the Administrative Agent on behalf of the Lenders an amount equal to 75% such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.21(g). The Borrower shall be obligated to (1) within ten (10) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs, give written notice to the Administrative Agent of its election to cure such Net Cash Proceeds Borrowing Base Deficiency pursuant to the applicable subclause (“Allocated Proceeds”A) – (D) of Section 2.11(a)(i) and (2) make such prepayment, execute such documentation, make all such installment payments and/or deposit of cash collateral on the date which is thirty (30) days (with regards to clauses (i)(A) and (i)(B) of the immediately preceding sentence) or on the date which is one-hundred fifty (150) days (with regards to clauses (i)(C) and (i)(D) in the immediately preceding sentence and subject to the terms thereof) following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs; provided that the Borrower Administrative Agent may, in its sole discretion, elect to extend the deadline to execute documentation provided for by clause (i)(B) of the immediately preceding sentence up to an additional thirty (30) days; provided further that all payments required to be made pursuant to this Section 2.11(a) must be made on or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prior to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Commitment Termination Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth tenth (10th) Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Term Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an aggregate principal amount equal to (A) the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loans in Borrower and its Restricted Subsidiaries for the manner specified in Section 2.9(c); provided thatExcess Cash Flow Period then ended, notwithstanding clauses minus (iB) and (ii) above, to at the extent that the terms option of the documentation for Borrower, the sum of (1) the aggregate principal amount of any First Lien Notes or Pre-Existing Debt other Indebtedness that is secured on a pari passu basis with the Secured Obligations under this Agreement require that a portion the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) during such period and prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a mandatory offer to purchase such First permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans (or any other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement) optionally prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or otherwise optionally prepaid, redeemed or repurchased pursuant to any equivalent provision under any other document governing any such other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement))) during such period and prior to such date and (4) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 2.9(c9.05(g) of this Agreement in connection with any Dutch Auction during such period and prior to such date and, in the case of this clause (4), based upon the principal amount of Indebtedness subject to the relevant assignment or purchase, minus (C) at the option of the Borrower, the sum of (1) cash payments by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such Excess Cash Flow Period or are not deducted in arriving at such Consolidated Net Income to the extent financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (2) the amount of Investments (other than Investments in Holdings, the Borrower or any Restricted Subsidiary and other than Investments in Cash or Cash Equivalents) and acquisitions not prohibited by this Agreement made during such Excess Cash Flow Period, to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (3) the amount of Restricted Payments (other than Restricted Investments) paid in cash during such Excess Cash Flow Period not prohibited by this Agreement (other than Restricted Payments made (i) to the Borrower or any Restricted Subsidiary or (ii) pursuant to Section 6.04(a)(iii)(A)), to the extent that such Restricted Payments were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (4) the amount of Capital Expenditures (including acquisitions of intellectual property) made in Cash or accrued during such Excess Cash Flow Period, to the extent that such Capital Expenditures were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, (i) the aggregate consideration required to be paid in Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase First Lien Notes and/or Preorders (the “Contract Consideration”), in each case, entered into prior to or during such Excess Cash Flow Period and (ii) to the extent set forth in a certificate of a Responsible Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(c), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (i) and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-Existing Debt on a pro rata basis based on month period; provided, that to the respective amounts extent the aggregate amount of Term Loans internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such succeeding 12-month period is less than the Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, in each case, (I) to the extent such payments are made during such Fiscal Year or after the end of such Fiscal Year and First Lien Notes and/or Pre-Existing Debt then outstandingprior to the date any payment in respect of Excess Cash Flow would be due under this Section 2.11(b)(i), (II) excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (III) to the extent that the relevant prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent the amount thereof would exceed $20,000,000 after giving effect to the calculations and adjustments described in clauses (A) and (B) above.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (ii) if such Allocated Proceeds are Reinvestment Proceedsincluding the acceleration of claims by operation of law)), on Borrower shall immediately pay to Lenders, payable to each Reinvestment Prepayment DateLender in accordance with its respective Pro Rata Share, an amount equal to the relevant Reinvestment sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) any fees payable under the Fee Letter by reason of such prepayment, (iii) the Prepayment Amount shall be applied toward Premium, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under the Fee Letter by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans in the manner specified full, Borrower shall pay to each Lender in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with Fee Letter. The Prepayment Premium shall also be payable in the event the Obligations under (and/or this Agreement require that a portion Agreement) are satisfied or released by foreclosure (whether by power of such Allocated Proceeds be applied to purchase First Lien Notes judicial proceeding), deed in lieu of foreclosure or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cby any other means. EACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. Unless (in the case of clause (a)) If on any date the net cash proceeds are reinvested (or committed to be reinvested) in the business within 12 months after (and, if so committed to be reinvested, are actually reinvested within three months after the end of such initial 12-month period), a non-ordinary course asset sale or other non-ordinary disposition of property (other than sale of receivables in connection with a permitted receivable financing) of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds the subsidiaries (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when including insurance and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventcondemnation proceeds), (ia) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall the Lenders’ Pro Rata Share (to be applied on defined as the fifth Business Day after the date such proceeds are received toward the prepayment ratio of funded debt outstanding that consists of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward sum of the prepayment total funded debt outstanding that consists of the Term Loans and the First Lien Notes) of 100% of the net cash proceeds in the manner specified in Section 2.9(c); provided thatexcess of an amount to be agreed upon from such non-ordinary course asset sales or other non-ordinary dispositions of property, notwithstanding clauses (i) and (iib) abovethe Lenders’ Pro Rata Share of 100% of the net cash proceeds of issuances, offerings or placements of debt obligations of the Borrower and its subsidiaries (other than debt permitted to be incurred under the Senior Facilities Documentation unless otherwise provided as a condition to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debtincurrence thereof), such Allocated Proceeds may shall be applied to prepay the Term Loans in accordance with Section 2.9(c) and purchase under the First Lien Notes and/or Pre-Existing Term Facility, in each case subject to customary and other exceptions to be agreed upon, including those consistent with the Opco Bank Debt Documentation Principles. In addition, beginning with the first full fiscal year of the Borrower after the Closing Date, 50% of Excess Cash Flow (to be defined in a manner consistent with the Opco Bank Debt Documentation Principles and to take into account application of Excess Cash Flow under the Lease and otherwise in a manner satisfactory to the Requisite Consenting Creditors and subject to a minimum threshold to be agreed) of the Borrower and its restricted subsidiaries (stepping down to 25% if the First Lien Net Leverage Ratio is less than or equal to 2.75 to 1.00 and stepping down to 0% if the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00) shall be used to prepay the Term Loans under the First Lien Term Facility and the First Lien Notes, on a pro rata ratable basis based on the respective amounts Lenders’ Pro Rata Share; provided that any voluntary prepayment of Term Loans made during any fiscal year (including Loans under the Revolving Facility to the extent commitments thereunder are permanently reduced by the amount of such prepayments at the time of such prepayment) and voluntary repayment of the First Lien Notes and/or Preshall be credited against excess cash flow prepayment obligations for such fiscal year (or, at the Borrower’s option, any future year) on a Dollar-Existing for-Dollar basis. All mandatory prepayments shall be made pro rata among the Lenders. Notwithstanding the foregoing, each Lender under the First Lien Term Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected may be retained by the Borrower on terms consistent with the Opco Bank Debt then outstandingDocumentation Principles. The above-described mandatory prepayments shall be applied to the First Lien Term Facility in direct order of maturity. Prepayments from foreign subsidiaries’ Excess Cash Flow and asset sale proceeds will be limited under the Senior Facilities Documentation to the extent (x) the repatriation of funds to fund such prepayments is prohibited, restricted or delayed by applicable local laws, (y) applied to repay indebtedness of a foreign subsidiary of the Borrower or (z) the repatriation of funds to fund such prepayments would result in material adverse tax consequences.

Mandatory Prepayments. Unless (in the case of clause (a)) If on any date the net cash proceeds are reinvested (or committed to be reinvested) in the business within 12 months after (and, if so committed to be reinvested, are actually reinvested within three months after the end of such initial 12-month period), a non-ordinary course asset sale or other non-ordinary disposition of property (other than sale of receivables in connection with a permitted receivable financing) of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds the subsidiaries (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when including insurance and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventcondemnation proceeds), (ia) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall the Lenders’ pro rata share (to be applied on defined as the fifth Business Day after the date such proceeds are received toward the prepayment ratio of funded debt outstanding that consists of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward sum of the prepayment total funded debt outstanding that consists of the Term Loans and the First Lien Notes) of 100% of the net cash proceeds in the manner specified in Section 2.9(c); provided thatexcess of an amount to be agreed upon from such non-ordinary course asset sales or other non-ordinary dispositions of property, notwithstanding clauses (i) and (iib) above, the Lenders’ pro rata share (to be defined as the ratio of funded debt outstanding that consists of the Term Loans to the extent that the terms sum of the documentation for any total funded debt outstanding that consists of the Term Loans and the First Lien Notes Notes) of 100% of the net cash proceeds of issuances, offerings or Pre-Existing Debt that is secured on placements of debt obligations of the Borrower and its subsidiaries (other than debt permitted to be incurred under the Senior Facilities Documentation unless otherwise provided as a pari passu basis with condition to the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debtincurrence thereof), such Allocated Proceeds may shall be applied to prepay the Term Loans under the First Lien Term Facility, in accordance each case subject to customary and other exceptions to be agreed upon, including those consistent with Section 2.9(cthe Documentation Precedent. In addition, beginning with the first full fiscal year of the Borrower after the Closing Date, 50% of Excess Cash Flow (to be defined in a manner consistent with the Documentation Precedent and to take into account application of Excess Cash Flow under the Lease and otherwise in a manner satisfactory to the Requisite Consenting Creditors and subject to a minimum threshold to be agreed) of the Borrower and its restricted subsidiaries (stepping down to 25% if the First Lien Net Leverage Ratio is less than or equal to 2.75 to 1.00 and stepping down to 0% if the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00) shall be used to prepay the Term Loans under the First Lien Term Facility and the First Lien Notes, on a ratable basis; provided that any voluntary prepayment of Term Loans made during any fiscal year (including Loans under the Revolving Facility to the extent commitments thereunder are permanently reduced by the amount of such prepayments at the time of such prepayment) and purchase voluntary repayment of the First Lien Notes and/or Pre-Existing Debt shall be credited against excess cash flow prepayment obligations for such fiscal year (or, at the Borrower’s option, any future year) on a Dollar-for-Dollar basis. All mandatory prepayments shall be made pro rata basis based on among the respective amounts of Term Loans and Lenders. Notwithstanding the foregoing, each Lender under the First Lien Notes and/or PreTerm Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected may be retained by the Borrower on terms consistent with the Documentation Precedent. The above-Existing Debt then outstandingdescribed mandatory prepayments shall be applied to the First Lien Term Facility in direct order of maturity. Prepayments from subsidiaries’ Excess Cash Flow and asset sale proceeds will be limited under the Senior Facilities Documentation to the extent (x) the repatriation of funds to fund such prepayments is prohibited, restricted or delayed by applicable local laws, (y) applied to repay indebtedness of a foreign subsidiary of the Borrower or (z) the repatriation of funds to fund such prepayments would result in material adverse tax consequences.

Mandatory Prepayments. (a) If on any date Upon the Borrower or any Company's receipt of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Identified Proceeds, such Allocated Proceeds the Company shall be applied on required to reduce the fifth Business Day after principal amount outstanding under the date such proceeds are received toward Notes by prepaying the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Notes in an aggregate amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward lesser of (x) the prepayment of outstanding principal, together with all accrued interest, under all notes issued to Purchasers (the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses "Purchaser Notes") and (y) (i) 50% of the first $200 million of aggregate Identified Proceeds, and (ii) above100% of aggregate Identified Proceeds in excess of $200 million. Each such prepayment under this Section 2(c) shall be due and payable upon the closing of the transaction resulting in the Company's realization of Identified Proceeds. As used herein, "Identified Proceeds" shall mean (x) Net Proceeds actually received by the Company from any financing undertaken by the Company following the issuance of the Purchaser Notes, other than Excluded Financings, (y) Net Proceeds received by the Company from the sale of assets by the Company (other than sales of assets in the ordinary course), except that up to $200 million of net proceeds received from a sale of the Company's assets may be used to repay Excluded Financings (other than to Ralpx X. Xxxxx, XX, xxs successors and assigns), and (z) the excess, if any, over $300 million of Net Proceeds from Excluded Financings; provided, however, the Identified Proceeds shall exclude any refinancing permitted by Section 8.2 of the Note Purchase Agreement. As used herein, "Excluded Financings" shall mean (i) the $150 million credit facility entered into between the Company and Chase Manhattan Bank, (ii) the equity investment made by Ralpx X Xxxxx, XX xx the Company in the amount of $50 million, (iii) the $50 million Senior Unsecured Credit Facility provided by The Chase Manhattan Bank and (iv) up to $50,000,000 of additional financing referred to in Section 16 of Amendment No. 3 to the extent that Merger Agreement. Net Proceeds shall mean gross cash proceeds from such financing less the terms of Company's expenses directly attributable to such financing, including any reasonable commitment or facility fees to the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) lender and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingreasonable legal fees.

Mandatory Prepayments. (a) If on any date Upon receipt by the Borrower or any of its Subsidiaries shall receive of Net Cash Proceeds arising (i) from any an Asset Sale Sale, Property Loss Event, or Recovery Event thenDebt Issuance, with the Borrower shall immediately prepay the Loans (or provide cash collateral in respect to of Letters of Credit, if applicable) in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; except Net Cash Proceeds subject to a Reinvestment Event as provided that below ) and (ii) from an Equity Issuance (other than an Equity Issuance to the extent (A) the proceeds are applied to (I) the purchase consideration for a Permitted Acquisition, (II) to finance Capital Expenditures or (III) for repayment of Indebtedness pursuant to Section 8.6(b)(vii)(B) (Prepayment and Cancellation of Indebtedness), in the case of clause (I) and (II) above, within 180 days of such Equity Issuance, and, in the case of clause (III) above, within 90 days of such Equity Issuance, and (B) the Administrative Agent receives a certificate of a Responsible Officer of the Borrower certifying the application of Net Cash Proceeds in accordance with clause (I), (II) or (III) above within 10 days of such Subsidiary may instead deem Equity Issuance), the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 50% of such Net Cash Proceeds; provided, however, that if the Leverage Ratio as of the date of such Equity Issuance is (A) less than 4.75 to 1.00, then the foregoing percentage with respect to Equity Issuances shall be reduced to 25% or (B) less than 4.0 to 1.00, then such percentage shall be reduced to 0%. Any such mandatory prepayment shall be applied as provided in clause (c) below; provided, however, that, in the case of any Net Cash Proceeds subject to a portion Reinvestment Event, the Borrower shall, pending application of such Net Cash Proceeds, (x) immediately upon receipt of such Net Cash Proceeds deposit an amount equal to the first 75100% of the Total such Net Cash Proceeds to in a deposit account of the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received(y) at the Borrower’s option, to be the Allocated Proceeds of extent that there are Revolving Credit Outstandings at such Asset Sale or Recovery Event)time, (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Revolving Loans or provide cash collateral in respect of Letters of Credit (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each but which shall not result in any permanent reduction in the Revolving Credit Commitments). On any Reinvestment Prepayment Date, the Borrower shall prepay the Loans in an amount equal to the relevant remaining Reinvestment Prepayment Deferred Amount which has not been reinvested as of such date in accordance with the applicable Reinvestment Notice, which prepayment shall be applied toward the prepayment of the Term Loans as provided in the manner specified in Section 2.9(c); provided that, notwithstanding clauses clause (ic) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. (a) If on any date Within five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then"ECF Payment Date"), commencing with respect the delivery to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% Agent of the Total Net Proceeds to audited annual financial statements for the Borrower or such Subsidiary from such Asset Sale or Recovery EventFiscal Year ending December 31, when and as received2017, to be the Allocated Proceeds of such Asset Sale or Recovery Event), Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Ultimate Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Allocated Proceeds are not Reinvestment ProceedsFiscal Year, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment outstanding principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be applied toward deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the manner specified in result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.9(c); provided that5.2.3 for such Fiscal Year or, notwithstanding clauses (i) and (ii) aboveat the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the "Excess Cash Flow Payment Amount"); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the terms of Payment Conditions are satisfied until such time as the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans entire Excess Cash Flow Payment Amount has been paid in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.full;

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of Holdings is required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending April 30, 2020, the Borrowers shall prepay the outstanding principal amount of Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) 50% of Excess Cash Flow of the Borrowers and their Restricted Subsidiaries for the Fiscal Year then ended, minus (B) at the option of the Borrower Representative, the aggregate principal amount of (x) any Term Loans or Revolving Loans (ii) if such Allocated Proceeds are Reinvestment Proceedsand in the case of any Revolving Loans, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount extent such prepayment is accompanied by a permanent reduction of the applicable Revolving Credit Commitments) prepaid pursuant to Section 2.11(a) prior to such date and any Incremental Term Loans, Incremental Revolving Loans, Incremental Equivalent Debt, Replacement Revolving Facility, Replacement Term Loans, any other Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien securing the Credit Facilities (in the case of any such Indebtedness constituting revolving loans so prepaid, to the extent such prepayment is accompanied by a permanent reduction of the applicable Revolving Credit Commitments) and/or any refinancing, replacement or extension of any of the foregoing to the extent secured by a Lien on the Collateral that is pari passu with the Lien securing the Credit Facilities, in each case, voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date under this clause (x), solely to the extent such prepayment, repurchase, redemption or retirement is expressly permitted hereunder and (y) the amount of any reduction in the outstanding principal amount of any Term Loans resulting from any purchase or assignment made to any Borrower or any of their subsidiaries in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction (provided, that the amount deducted with respect to any such Dutch Auction shall be applied toward limited to the prepayment cash purchase price of the Term Loans loans subject to such buyback)) prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant purchase or assignment and, in the manner specified in Section 2.9(c); provided that, notwithstanding case of such clauses (ix) and (iiy), excluding any such optional prepayments, repurchase, redemption or retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) abovein the prior Fiscal Year (and solely to the extent that such prepayments were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Borrowers or their Restricted Subsidiaries); provided, that (1) such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (determined on the scheduled date of prepayment and calculated to give pro forma effect to the payment required hereby and any other repayment or prepayment prior to the time such excess cash flow prepayment is due) is less than or equal to 4.50:1.00 but greater than 4.00:1.00 and (2) such prepayment shall not be required if the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the relevant Fiscal Year (determined on the scheduled date of prepayment and calculated to give pro forma effect to the payment required hereby and any other repayment or prepayment prior to the time such excess cash flow prepayment is due) is less than or equal to 4.00:1.00; provided, further, that no prepayment shall be required under this Section 2.11(b)(i) unless and only to the extent that the terms ECF Prepayment Amount (after giving effect to the foregoing clause (B)) exceeds $5,000,000; provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrowers or any of the documentation for their Restricted Subsidiaries are required to prepay, repay or repurchase or offer to repurchase any First Lien Notes or Pre-Existing Debt that is other Indebtedness secured on a pari passu basis with the Secured Obligations under this Agreement require that a pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness, the “Other Applicable Indebtedness”), then the relevant Person may apply such portion of the Excess Cash Flow prepayment on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Allocated Proceeds Other Applicable Indebtedness is issued with original issue discount) at such time; provided, that the portion of the relevant Excess Cash Flow prepayment allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow prepayment required to be applied allocated to purchase First Lien Notes or Pre-Existing Debt the Other Applicable Indebtedness pursuant to a mandatory offer the terms thereof, and the remaining amount, if any, of the relevant Excess Cash Flow prepayment shall be allocated to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay the Term Loans and Additional Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.9(c2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on in any event within ten Business Days after the respective amounts date of such rejection) be applied to prepay the Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingAdditional Term Loans in accordance with the terms hereof.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Borrowers are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2016 (but not including any Excess Cash Flow attributable to any period ending prior to the Closing Date), the Borrowers shall prepay the outstanding Term Loans or and Additional Term Loans in accordance with clause (iivi) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, of this Section 2.10(b) in an aggregate principal amount equal to (A) 50% of Excess Cash Flow for Holdings and its Subsidiaries on a consolidated basis for the Fiscal Year then ended, minus (B) at the option of the Borrowers, the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (excluding any such optional prepayments made during such Fiscal Year that were deducted from the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) (in the case of any such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans commitment, and in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) abovecase of all such prepayments, to the extent that such prepayments were not financed with the terms proceeds of other Indebtedness of the documentation for Borrowers or their Subsidiaries); provided that with respect to any First Lien Notes or Pre-Existing Debt that is secured Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% of Excess Cash Flow if the Total Leverage Ratio calculated on a pari passu basis with Pro Forma Basis as of the Obligations under this Agreement require that a portion last day of such Allocated Proceeds Fiscal Year (but without giving effect to the payment required hereby) shall be applied less than or equal to purchase First Lien Notes or Pre-Existing Debt pursuant 3.50 to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding1.00.

Mandatory Prepayments. (ai) If In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event following the Funding Date, the Borrower shall, on the day such Net Cash Proceeds from any Asset Sale are received (or, in the case of a Prepayment Event described in clauses (a) or Recovery Event then(b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), with respect to prepay Term Loans in an amount equal to 75100.0% of such Net Cash Proceeds (“Allocated Proceeds”; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such Subsidiary may instead deem certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Cash Proceeds equal specified in such certificate, if applicable) except to the first 75% extent of the Total any such Net Proceeds to that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such Subsidiary from real property, equipment or other tangible assets, or to consummate such Asset Sale Permitted Acquisition or Recovery Eventother acquisition, when and as received, to be the Allocated Proceeds of with such Asset Sale or Recovery EventNet Proceeds), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds at which time a prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, required in an amount equal to the relevant Reinvestment Prepayment Amount Net Proceeds that have not been so applied (and no prepayment shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, required to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion aggregate amount of such Allocated Net Proceeds that are not reinvested in accordance with this Section does not exceed $5,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to received in respect of assets owned by a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtLoan Party, such Allocated Net Proceeds may be applied reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to prepay Term Loans the extent such Net Proceeds shall have resulted from the sale of Equity Interests in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingone or more Foreign Subsidiaries).

Mandatory Prepayments. (a) If on In the event that the Borrower actually receives any date Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of its Subsidiaries shall receive the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.05(a)(ii) above) or Asset Sale or Recovery Event thenSale, with respect to in each case after the Closing Date, then the Borrower shall prepay the Advances in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that not later than three Business Days following the receipt by the Borrower or any such Subsidiary may instead deem a portion of such Net Cash Proceeds. 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 other member of the Consolidated Group, of such Net Cash Proceeds equal from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the first 75% date fixed for prepayment, plus, in the case of any Eurocurrency Rate Advances, any amounts due to the Total Lenders under Section 9.04(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith that repatriation to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event)Net Cash Proceeds would have adverse tax consequences (and, (i) if such Allocated Proceeds are not Reinvestment Proceedsin the case of Debt Issuances, such Allocated Proceeds shall be applied on adverse tax consequence is material) or would violate applicable local law or the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion applicable organizational documents of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSubsidiary.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceedsaccelerated following the occurrence of an Event of Default, on Borrower shall immediately pay to Lenders, payable to each Reinvestment Prepayment DateLender in accordance with its respective Pro Rata Share, an amount equal to the relevant Reinvestment sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) any fees payable under the Fee Letter as a result of such prepayment, (iii) the Prepayment Amount shall be applied toward Premium, plus (iv) all other Obligations that are then due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication of) the foregoing, on the Maturity Date, if any fees payable under the Fee Letter as a result of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans in the manner specified full, Borrower shall pay to each Lender such unpaid fees in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with Fee Letter. The Prepayment Premium shall also be payable in the event the Obligations under (and/or this Agreement require that a portion Agreement) are satisfied or released by foreclosure (whether by power of such Allocated Proceeds be applied to purchase First Lien Notes judicial proceeding), deed in lieu of foreclosure or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cby any other means. EACH BORROWER AND GUARANTOR EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. In the event of any required prepayment pursuant to Section 2.12 of the Existing First Priority Agreement or Section 2.10 of the Existing Second Priority Agreement (a) If on any date together, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then“Specified Prepayment Sections”), with respect to an amount equal to 75% the order of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prepayments shall be, subject to the first 75% other provisions of this Agreement, as follows: First, to the permanent prepayment of the Credit-Linked Deposit Loans (with a corresponding reduction in the Total Credit-Linked Deposit), all in accordance with the Existing First Priority Agreement; Second, to the permanent reduction of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Credit-Linked Deposit in an amount equal to the relevant Reinvestment Prepayment Excess Credit-Linked Deposits (with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit Lenders), all in accordance with the Existing First Priority Agreement; Third, to the reallocation of Credit-Linked Deposit Letters of Credit as Revolving Letters of Credit in an amount equal to the lesser of (x) the Revolving Letter of Credit Available Amount shall and (y) the Credit-Linked Deposit Letters of Credit outstanding prior to giving effect to any such reallocation (any such reallocation to be applied toward accompanied by a corresponding permanent reduction in the Credit-Linked Deposit, with a corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit Lenders), all to the extent provided and in accordance with the Existing First Priority Agreement; Fourth, to cash collateralize the outstanding Credit-Linked Deposit LC Exposure (any such cash collateralization to be accompanied by a corresponding permanent reduction in the Credit-Linked Deposit in an amount equal to the Credit-Linked Deposit LC Exposure so collateralized and a return of Credit-Linked Deposits equal to such amount to the Credit-Linked Deposit Lenders), all in accordance with the Existing First Priority Agreement; Fifth, to the prepayment of the Second Priority Term Loans in the manner specified in Section 2.9(c)Loans; provided that, notwithstanding clauses (i) and (ii) aboveSixth, to the extent that the terms prepayment of the documentation for Revolving Loans (any First Lien Notes or Pre-Existing Debt that is secured on such prepayment to be accompanied by a pari passu basis with corresponding permanent reduction in the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Revolving Commitments) in accordance with Section 2.9(cthe Existing First Priority Agreement; and Seventh, to cash collateralize the outstanding Revolving LC Exposure, after giving effect to any reallocation described above (any such cash collateralization to be accompanied by a permanent reduction in the Revolving Commitments in an amount equal to the Revolving LC Exposure so collateralized; such reduction (or any part thereof, as applicable) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based to be effective upon any release or application of such cash collateral in an amount equal to the amount so released or applied). All prepayments under the Specified Prepayment Sections shall be accompanied by accrued but unpaid interest on the respective amounts principal amount being prepaid to (but not including) the date of Term Loans prepayment, plus any fees, losses, costs and First Lien Notes and/or Pre-Existing Debt then outstandingexpenses referenced in such Specified Prepayment Sections.

Mandatory Prepayments. On each date on which Lender actually receives a distribution of Net Proceeds, and if such Net Proceeds are not made available to Borrower for Restoration pursuant to the terms of this Agreement, Lender shall apply one hundred percent (a100%) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds against the outstanding principal balance of the Note) and, if such Net Proceeds exceed the Restoration Threshold, Borrower may within ninety (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion 90) days of such Net Cash Proceeds equal to prepayment, prepay the first 75% entire outstanding balance of the Total Net Proceeds Loan together with any applicable Interest Shortfall upon ten (10) days prior written notice to Lender. Within one hundred eighty (180) days of Borrower’s receipt of notice of Xxxxxx Xxxxxx’x termination of the Xxxxxx Xxxxxx Lease as a result of a Condemnation at the Xxxxxx Xxxxxx Property, Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), shall either (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Debt in an amount equal to the relevant Reinvestment Prepayment then outstanding Allocated Loan Amount shall be applied toward the prepayment of the Term Loans Xxxxxx Xxxxxx Property (after deducting the Net Proceeds payable and paid to Lender relating to such Condemnation), together with any Interest Shortfall (and following such payment, subject to the terms of Section 11.3 hereof to the extent applicable with respect to any Casualty or Condemnation, Lender shall release the Xxxxxx Xxxxxx Property from the Lien of its Security Instrument), or (ii) effect a Substitution of the Xxxxxx Xxxxxx Property in the manner specified in accordance with Section 2.9(c); provided that, notwithstanding 6.6 hereof (clauses (i) and (ii), each a “Xxxxxx Xxxxxx Condemnation Requirement”). Within one hundred eighty (180) abovedays of Borrower’s receipt of notice of Lowe’s termination of the Lowe’s Lease as a result of a Casualty at the Lowe’s Property, Borrower shall either (i) prepay the Debt in an amount equal to the then outstanding Allocated Loan Amount of the Lowe’s Property (after deducting the Net Proceeds payable and paid to Lender relating to such Casualty) together with any Interest Shortfall (and following such payment, subject to the terms of Section 11.3 hereof to the extent that applicable with respect to any Casualty or Condemnation, Lender shall release the terms Lowe’s Property from the Lien of its Security Instrument), or (ii) effect a Substitution of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Lowe’s Property in accordance with Section 2.9(c6.6 hereof (clauses (i) and purchase First Lien Notes and/or Pre-Existing Debt on (ii), each a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding“Lowe’s Casualty Requirement”). No Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.7(b).

Mandatory Prepayments. (a) If on any Unless a Reinvestment Notice has been given, then no later than the third Business Day following the date of receipt by the Borrower or any of its Restricted Subsidiaries shall receive of any Net Cash Proceeds from Proceeds, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any Asset Sale then outstanding loans under any Ratio Debt Loan Agreement or Recovery Event thenTerm Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”in excess of $50,000,000; provided that that, upon receipt of Investment Grade Ratings (and for all periods thereafter), the Borrower shall only be required to prepay, without premium or penalty, the Loans and (to the extent such Subsidiary may instead deem prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a portion pro rata basis with 50% of such Net Cash Proceeds equal to in excess of $50,000,000. On the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth 1st Business Day after the date such proceeds are received toward expiration of any Reinvestment Period, the prepayment of Borrower shall prepay, without premium or penalty, the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms such prepayment has not been deducted pursuant to clause (c) of the documentation for definition of Net Cash Proceeds) any First Lien Notes then outstanding loans under any Ratio Debt Loan Agreement or Pre-Existing Debt Term Loan Refinancing Indebtedness, in each case, that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c7.02(s) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based with any portion of such percentage of such Net Cash Proceeds in excess of $50,000,000 which have not been reinvested in accordance with the preceding sentence. Concurrently with any prepayment of the Loans pursuant to this Section 2.05(b), the Borrower shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the respective amounts principal amount to be prepaid to but excluding the date of Term payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and First Lien Notes and/or Pre-Existing Debt then outstandingthe Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating the derivation of such excess amount.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth tenth (10th) Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Term Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2020, the Borrower shall prepay the outstanding principal amount of Subject Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an aggregate principal amount equal to (A) the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Required Excess Cash Flow Percentage of Excess Cash Flow of the Term Loans in Borrower and its Restricted Subsidiaries for the manner specified in Section 2.9(c); provided thatExcess Cash Flow Period then ended, notwithstanding clauses minus (iB) and (ii) above, to at the extent that the terms option of the documentation for Borrower, the sum of (1) the aggregate principal amount of any First Lien Notes or Pre-Existing Debt other Indebtedness that is secured on a pari passu basis with the Secured Obligations under this Agreement require that a portion the Borrower voluntarily repays or repurchases during such period and prior to such date, (2) the aggregate principal amount of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt any Term Loans and/or Revolving Loans prepaid pursuant to Section 2.11(a) during such period and prior to such date (in the case of any prepayment of Revolving Loans, to the extent accompanied by a mandatory offer to purchase such First permanent reduction in the relevant commitment), (3) the aggregate principal amount of any Second Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans (or any other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement) optionally prepaid pursuant to Section 2.11(a) of the Second Lien Credit Agreement (or otherwise optionally prepaid, redeemed or repurchased pursuant to any equivalent provision under any other document governing any such other Indebtedness constituting Second Lien Obligations (as defined in the Closing Date Intercreditor Agreement))) during such period and prior to such date and (4) the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment to or purchase by Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 2.9(c9.05(g) of this Agreement in connection with any Dutch Auction during such period and prior to such date and, in the case of this clause (4), based upon the principal amount of Indebtedeness subject to the relevant assignment or purchase, minus (C) at the option of the Borrower, the sum of (1) cash payments by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period in respect of purchase price holdbacks, earn out obligations, or long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such Excess Cash Flow Period or are not deducted in arriving at such Consolidated Net Income to the extent financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (2) the amount of Investments (other than Investments in Holdings, the Borrower or any Restricted Subsidiary and other than Investments in Cash or Cash Equivalents) and acquisitions not prohibited by this Agreement made during such Excess Cash Flow Period, to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (3) the amount of Restricted Payments (other than Restricted Investments) paid in cash during such Excess Cash Flow Period not prohibited by this Agreement (other than Restricted Payments made (i) to the Borrower or any Restricted Subsidiary or (ii) pursuant to Section 6.04(a)(iii)(A)), to the extent that such Restricted Payments were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries, (4) the amount of Capital Expenditures (including acquisitions of intellectual property) made in Cash or accrued during such Excess Cash Flow Period, to the extent that such Capital Expenditures were financed with internally generated cash flow of the Borrower or its Restricted Subsidiaries and (5) without duplication of amounts deducted from Excess Cash Flow in prior periods, (i) the aggregate consideration required to be paid in Cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contract commitments, letters of intent or purchase First Lien Notes and/or Preorders (the “Contract Consideration”), in each case, entered into prior to or during such Excess Cash Flow Period and (ii) to the extent set forth in a certificate of a Responsible Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such Test Period is required to be delivered pursuant to Section 5.01(c), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by the Borrower or any of its Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of clauses (i) and (ii), relating to Permitted Acquisitions, other Investments (other than Investments in Cash Equivalents) or Capital Expenditures (including purchases of intellectual property) to be consummated or made within the succeeding 12-Existing Debt on a pro rata basis based on month period; provided, that to the respective amounts extent the aggregate amount of Term Loans internally generated cash actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such succeeding 12-month period is less than the Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Test Period, in each case, (I) to the extent such payments are made during such Fiscal Year or after the end of such Fiscal Year and First Lien Notes and/or Pre-Existing Debt then outstandingprior to the date any payment in respect of Excess Cash Flow would be due under this Section 2.11(b)(i), (II) excluding any such optional prepayment made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (III) to the extent that the relevant prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent the amount thereof would exceed $20,000,000 after giving effect to the calculations and adjustments described in clauses (A) and (B) above.

Mandatory Prepayments. (ai) If In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event (other than the Divestiture Process, which is addressed in subclause (iii) below) following the Closing Date, the Borrower shall, no later than one Business Day following the day such Net Cash Proceeds from any Asset Sale are received (or, in the case of a Prepayment Event described in clauses (a) or Recovery Event then(b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), with respect to prepay Term Loans in an amount equal to 75% (x) in the case of such Net Cash Proceeds an event described in clauses (“Allocated Proceeds”; provided that the Borrower a) or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% (b) of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment definition of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment term “Prepayment Date, Event” an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward Asset Sale/Casualty Event Percentage multiplied by Net Proceeds received by the prepayment Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of the Term Loans in the manner specified in Section 2.9(c)such Net Proceeds; provided that, notwithstanding in the case of any event described in clauses (ia) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (iior the portion of such Net Proceeds specified in such certificate, if applicable) above, except to the extent of any such Net Proceeds that have not been so applied by the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion end of such Allocated 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied (and no prepayment shall be applied required to purchase First Lien Notes or Pre-Existing Debt pursuant the extent the aggregate amount of such Net Proceeds that are not reinvested in accordance with this Section does not exceed $10,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be received in respect of assets owned by a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtLoan Party, such Allocated Net Proceeds may be applied reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to prepay Term Loans the extent such Net Proceeds shall have resulted from the sale of Equity Interests in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingone or more Foreign Subsidiaries).

Mandatory Prepayments. (ai) If on Subject to the proviso below, and except to the extent such Net Cash Proceeds have been used to prepay the obligations under the Parent Credit Agreement, upon the occurrence of any date Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event up to the principal amount outstanding of the Term Loan, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal Casualty Event up to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount outstanding of the Term Loans or Loan, and (iiB) if any accrued but unpaid interest (including, but not limited to, any accrued but uncapitalized PIK Interest on the First Amendment Term Loan and the Second Amendment Term Loan) on such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an principal amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatLoan being prepaid, notwithstanding clauses (i) and (ii) aboveprovided, further, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (ai) If If, on any date date, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate principal amount of all Advances denominated in Foreign Currencies then outstanding plus (C) the aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Equivalent in Dollars (determined on the third Business Day prior to such date) of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding exceeds 103% of the aggregate Commitments of the Lenders on such date, the Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (or any deposit an amount in the Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of its Subsidiaries shall receive Net the Available Amount of Letters of Credit being reduced by the amount in the Cash Proceeds from any Asset Sale or Recovery Event then, with respect Deposit Account) to an amount equal not to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75exceed 100% of the Total Net Proceeds aggregate Commitments of the Lenders on such date, together with any interest accrued to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds date of such Asset Sale prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or Recovery Event)a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, (i) if any additional amounts which such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds Borrower shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal obligated to reimburse to the relevant Reinvestment Prepayment Amount Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall be applied toward the give prompt notice of any prepayment of the Term Loans in the manner specified in required under this Section 2.9(c); provided that, notwithstanding clauses (i2.10(b)(i) and (ii) above, to the extent that Borrowers and the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLenders.

Mandatory Prepayments. Unless otherwise specified in a Supplement, the Issuer shall be required to prepay the then unpaid principal balance of all, or a portion of, one or more Series of Notes then Outstanding and all amounts due under the related Hedge Agreements (aincluding any termination payments) If if, on any Payment Date, an Asset Base Deficiency exists, and has not otherwise been cured by such date through the Borrower acquisition of additional Eligible Containers or any of its Subsidiaries otherwise. Such Prepayment (a “Supplemental Principal Payment”) shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an be in the amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event)Base Deficiency and shall be paid in accordance with the priority of payments set forth in Section 302 hereof. The calculations referred to herein shall be evidenced by the Asset Base Certificate received by the Indenture Trustee on any Determination Date. On each Payment Date, (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds any Supplemental Principal Payment Amount then due and owing shall be applied first to each Series of Warehouse Notes then Outstanding on a pro rata basis, in proportion to the fifth Business Day after then unpaid principal balance of such Warehouse Notes, until the date principal balances of all Warehouse Notes have been paid in full, and then to all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of each such proceeds Series of Term Notes. Notwithstanding the foregoing, if sufficient funds are received toward not available to allow the prepayment Issuer to prepay the principal balance of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Warehouse Notes in an amount equal to the relevant Reinvestment Prepayment Asset Base Deficiency on such Payment Date, then the amount of any Supplemental Principal Payment Amount to be actually paid on such Payment Date shall be applied toward the prepayment allocated among all Series of Notes then Outstanding (including the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (iNotes) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on basis, in proportion to the respective amounts then unpaid principal balance of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch Notes.

Mandatory Prepayments. (a) If On each date on any which Lender actually receives a distribution of Net Proceeds, and if Lender exercises its right provided for herein not to make such Net Proceeds available to Borrower for a Restoration, one hundred percent (100%) of such Net Proceeds shall be applied to the outstanding principal balance of the Loan, together with interest accruing on such amount calculated through the next Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenLoan in an interest bearing account, with respect such interest accruing to the benefit of and payable to Borrower, and shall be applied by Lender on the next Monthly Payment Date. The Allocated Loan Amount of an applicable Individual Property shall be reduced by an amount equal to 75% such prepayment of principal upon such application of Net Proceeds pursuant to this Section 2.4.2. Notwithstanding the foregoing and anything else herein to the contrary, if in connection with any Casualty or Condemnation at any Individual Property Lender exercises its right provided for herein not to make the Net Proceeds available to Borrower for a Restoration, then at Borrower’s option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents (or, in lieu of such Net Cash Proceeds (“Allocated Proceeds”; release, the assignment of the related Mortgage by Lender on substantially the same terms as are provided in Section 2.4.1(c)), provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if Borrower shall pay Lender an amount which, when added to the amount of Net Proceeds received in connection with such Casualty or Condemnation, equals the Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment Loan Amount of the Term Loans or Individual Property for which the Net Proceeds were obtained together with interest on such amount calculated for the same periods as Net Proceeds in the first sentence of this Section 2.4.2, (ii) if no Event of Default shall have occurred and be continuing (except for any Event of Default which would be cured or eliminated by the release or assignment of the Individual Property, (iii) Borrower shall provide to Lender a release of the Mortgage as it relates to such Allocated Proceeds are Reinvestment ProceedsIndividual Property and related Loan Documents in a form appropriate for the jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to Lender for execution by Lender and (iv) simultaneously with the release, on each Reinvestment Prepayment Date, an amount equal Borrower shall convey fee simple title to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant Release Property to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingPerson other than Borrower.

Mandatory Prepayments. (a) If on any No later than the third (3rd) Business Day following the date the Borrower of receipt by Holdings or any of its Subsidiaries shall receive of any Net Cash Proceeds from of any Asset Sale sale or Recovery Event thendisposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $250,000, with respect to the Borrower shall prepay the Obligations in an amount equal to 75% the Net Cash Proceeds of such sale or disposition; provided, that (i) the Borrower shall not be required to prepay the Obligations with respect to proceeds from the sales or dispositions of assets in the ordinary course of business (including obsolete or worn-out equipment no longer useful in its business), and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (a) shall also not apply solely to the extent that (A) the sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the assets of a Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (“Allocated Proceeds”; provided that or Subsidiary thereof) to the Borrower for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or such Subsidiary may instead deem thereof) to immediately make a portion dividend of such the Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or which the Borrower shall use to prepay the Obligations in accordance with this subsection (a). Any such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(csubsection (f) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis Section.

Mandatory Prepayments. (ai) If on during any date fiscal year of the Borrower, the aggregate cumulative amount of Net Asset Disposition Proceeds for such fiscal year exceeds $250,000, the Borrower shall, immediately after the completion of each sale or any other disposition which results in such an excess or an increase in such an excess, (A) prepay the outstanding Term Loans and, if the Term Loans shall have been paid in full, (B) prepay the Revolving Loans to the extent Revolving Loans are then outstanding, and (C) otherwise, Cash Collateralize the outstanding L/C Obligations, in an aggregate principal amount equal to one hundred percent (100%) of its Subsidiaries such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, not be required to make a prepayment pursuant to this clause (i) with respect to an amount equal to 75% of such Net Cash Proceeds any sale (“Allocated Proceeds”; provided that a "Relevant Sale") if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or such Subsidiary may instead deem a any portion of such Net Cash Asset Disposition Proceeds equal in replacement assets to the first 75% extent (A) such Net Asset Disposition Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by the Borrower and the related seller within 45 days from the date of such Relevant Sale and (B) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the Total Net Proceeds to related replacement assets, the 45 or 180 day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall have occurred and be continuing, then the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be shall immediately prepay the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the amount and in the manner specified described in Section 2.9(c); provided that, notwithstanding clauses the first sentence of this clause (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding).

Mandatory Prepayments. (a) If on In addition to the scheduled repayments provided for in Section 2.4 hereof, Duratek shall prepay the Loans in an amount equal to 100% of the Net Proceeds (w) from any date the Borrower sale or disposition by Duratek or any of its Subsidiaries shall receive Net Cash Proceeds of any interest in any Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Permitted Asset Sale Sales by Duratek or Recovery Event thenany of its Subsidiaries (other than any Excluded Asset Sales) and (y) except as set forth in Section 5.5(e) hereof, with respect to an amount equal to 75% received by Duratek or any of such Net Cash Proceeds (“Allocated Proceeds”its Subsidiaries as a result of a casualty or condemnation; provided that the Borrower or such if EnergySolutions is a Subsidiary may instead deem a portion of such Net Cash Proceeds equal Duratek, each reference to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds Duratek and/or its Subsidiaries shall include Parent and/or its Subsidiaries. Such amount shall be applied on the fifth third Business Day after following receipt thereof by Duratek or the date affected Subsidiary in accordance with Section 2.6(b). Duratek shall also prepay the Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of Duratek, and so long as no Default or Event of Default shall have occurred and be continuing, Duratek may reinvest all or any portion of such proceeds are received toward Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the prepayment property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Term Loans or Secured Parties, and (ii) if such Allocated any Net Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Dateno longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the relevant Reinvestment Prepayment Amount any such Net Proceeds shall be immediately applied toward to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c2.6(b). For the purposes of this Section 2.8(a), if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) and purchase First Lien Notes shall include Parent and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes its Subsidiaries but (ii) shall not include EnergySolutions and/or Pre-Existing Debt then outstandingits Subsidiaries.

Mandatory Prepayments. (a) If on any date Not later than the fifth Business Day following the receipt by the Borrower or any Subsidiary of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, (other than with respect to Current Asset Collateral so long as the ABL Facility is in effect), the Borrower shall prepay outstanding Term Loans in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”in accordance with Section 2.13(e); provided that the Borrower shall not be required to apply Net Cash Proceeds from any Asset Sale (or series of related Asset Sales) in accordance with this clause (a) to the extent (x) the Net Cash Proceeds from such Subsidiary may instead deem a portion Asset Sale (or series of related Asset Sales) do not exceed $2,000,000 or (y) the aggregate Net Cash Proceeds received from all Asset Sales since the Closing Date do not exceed $5,000,000. In the case of Net Cash Proceeds received by the Borrower in connection with Asset Sales contemplated by Section 6.06(s), the proviso in the preceding sentence shall not apply and the Net Cash Proceeds (calculated without giving effect to any reinvestment right set forth in the definition thereof or any required prepayment of the ABL Facility) of the Asset Sales contemplated by Section 6.06(s) shall be allocated between the ABL Facility and the Term Facility as contemplated by the ABL Intercreditor Agreement, and then 100% of such Net Cash Proceeds equal that would be received by the Collateral Agent on behalf of the Secured Parties pursuant to such allocation shall be applied to prepay the Term Loan in accordance with the first sentence of this clause (a) (without giving effect to the first 75% of proviso thereto) until the Net Total Leverage Ratio is no greater than 3.00:1.00 on a Pro Forma Basis, after which the remaining Net Cash Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to may either be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated reinvested pursuant to the reinvestment provisions set forth in the definition of Net Cash Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceedsapplied to prepay the Term Loan and to make Restricted Payments (in equal amounts), in each case so long as the Net Total Leverage Ratio remains no greater than 3.00:1.00 on each Reinvestment Prepayment Date, an amount equal a Pro Forma Basis. Dividends distributed pursuant to the relevant Reinvestment Prepayment Amount preceding sentence shall be applied toward not exceed $50,000,000 over the prepayment life of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingFacility.

Mandatory Prepayments. (a) (i) If on any date Revaluation Date, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75Aggregate Revolving Credit Exposure would exceed 105% of the Total Net Proceeds Revolving Credit Commitment, then (A) the Borrower shall, on such Revaluation Date, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) owing by the Borrower in a Principal Amount such that, after giving effect to such repayment or prepayment, the Aggregate Revolving Credit Exposure does not exceed the Total Revolving Credit Commitment and (B) after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Borrower shall replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Borrower relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess; provided that any repayment or such Subsidiary from such Asset Sale or Recovery Event, when and as received, prepayment of Revolving Credit Borrowings pursuant to be the Allocated Proceeds of such Asset Sale or Recovery Event), (ithis Section 2.13(a)(i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied pro rata among the then existing Classes of Revolving Credit Commitments, unless (x) such a repayment or prepayment is made on (1) the fifth Business Day after Maturity Date of a given Class of Revolving Credit Commitments or (2) the date such proceeds are received toward the prepayment of any termination of all or a portion of the Term Loans Revolving Credit Commitments of a given Class pursuant to clause (iv) of the proviso in the first sentence of Section 2.09(c), in which case such repayments or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount prepayments shall be applied toward first to Revolving Credit Borrowings incurred under such maturing or terminating Class of Revolving Credit Commitments or (y) with respect to any Class of Incremental Revolving Credit Commitments or Other Revolving Credit Commitments, the prepayment of the Term Loans Lenders in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, respect thereof shall have elected less than ratable treatment with respect to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion termination of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts Class of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingCommitments.

Mandatory Prepayments. (a) If on any date In the event that the Borrower or any of its Subsidiaries shall receive (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or Recovery Event thenafter the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, with respect then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that not later than two Business Days following the receipt by the Borrower or such Subsidiary may instead deem a of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds equal that are subject to the first 75% immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the Total Net Proceeds to receipt by the Borrower or such Subsidiary from of any such Asset Sale Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or Recovery Eventpenalty, when and as received, shall be accompanied by accrued and unpaid interest on the principal amount to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after prepaid to but excluding the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingpayment.

Mandatory Prepayments. (ai) If on any date 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 Loss with respect to any Property, then Borrower shall receive promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount 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 Asset Sale or Recovery Event then, such prepayment with respect to Net Cash Proceeds received on account of an amount equal Event of Loss so long as such Net Cash Proceeds are applied to 75% replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $500,000 in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower or the relevant Subsidiary 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, then Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180 day period. Promptly after the end of such 180 day period, Borrower shall notify Administrative Agent whether Borrower or such Subsidiary may instead deem a portion has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds equal to the first 75% not so reinvested. The amount of the Total Net Proceeds to the Borrower or each such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on first to the fifth Business Day after the date such proceeds are received toward the prepayment of the outstanding Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal pro rata until paid in full and then to the relevant Reinvestment Prepayment Amount Revolving Loans. If Administrative Agent so requests, all proceeds of such Disposition or Event of Loss shall be applied toward the prepayment of the Term Loans deposited with Administrative Agent (or its agent) and held by it in the manner specified in Section 2.9(c); provided thatCollateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of replacing, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes rebuilding or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of restoring such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingProperty.

Mandatory Prepayments. The Borrower will promptly notify the Administrative Agent of a Mandatory Prepayment Event as required under Section 7.4(a), and the applicable prepayment will be made no later than thirty (a30) If on any days from the date such notice is given. On the prepayment date, the Borrower or any shall prepay the principal amount of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenthe Loans (pro rata between the Tranche A Loans and Tranche B Loans), together with all unpaid interest, fees and costs payable hereunder to (but excluding, with respect to an amount equal to 75% the accrual of interest) the date of such Net Cash Proceeds (“Allocated Proceeds”; prepayment, and all other outstanding Obligations with respect thereto, provided that the principal amount of the Loans payable with respect to clause (a) of the definition of “Mandatory Prepayment Event” shall be the amount by which the outstanding principal amount of the Loan exceeds the Loan Amount and with respect to clause (d) of the definition of a “Mandatory Prepayment Event,” if the making of any Loan by a Lender is made illegal by any applicable Governmental Authority, the Borrower shall be obligated to repay the Obligations only to such Lenders (and not to others). In addition, the Borrower shall prepay the outstanding principal amount of the Loan utilizing the insurance proceeds received by any Loan Party or any Subsidiary in excess of One Million and 00/100 Dollars ($1,000,000) arising from casualty or the loss of property if such Subsidiary may instead deem a portion insurance proceeds are not used to purchase replacement assets within one (1) year of receipt of such Net Cash Proceeds equal insurance proceeds. Solely with respect to the first 75% Loans of the Total Net Proceeds to Increasing Lenders and Extending Lenders, the Borrower shall pay to each such Increasing Lender or Extending Lender such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds Lender’s Exit Fee on any Loan of such Asset Sale Increasing Lender or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations Extending Lender prepaid under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding3.4(b).

Mandatory Prepayments. (a) If on any date In addition to the Borrower or any of its Subsidiaries scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to prepay the Term Loans in an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75100% of the Total Net Proceeds (w) from any sale or disposition by Holdco, Parent or any of their Subsidiaries of any interest in any Loan Party (other than from a sale to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventanother Loan Party), (ix) if such Allocated Proceeds are not Reinvestment Proceedsexcept as set forth below, such Allocated Proceeds from any Permitted Asset Sales (other than any Excluded Asset Sales) and (y) except as set forth in Section 5.5(e) hereof, received as a result of a casualty or condemnation. Such amount shall be applied on the fifth third Business Day after following receipt thereof by EnergySolutions or the date affected Subsidiary in accordance with Section 2.6(b). EnergySolutions shall also prepay the Term Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of EnergySolutions, and so long as no Default or Event of Default shall have occurred and be continuing, EnergySolutions may reinvest all or any portion of such proceeds are received toward Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the prepayment property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Term Loans or Secured Parties and (ii) if such Allocated any Net Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Dateno longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the relevant Reinvestment Prepayment Amount any such Net Proceeds shall be immediately applied toward to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.8(a), “Net Proceeds” shall exclude all Net Proceeds received by Duratek and purchase First Lien Notes and/or Pre-Existing Debt on its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a pro rata basis based on the respective amounts Subsidiary of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingDuratek.

Mandatory Prepayments. (a) If on any date Unless the Borrower or any of its Subsidiaries Approving Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenotherwise agree (and, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that if the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to Approving Party is the first 75% of Treasury, the Total Net Proceeds to Treasury concurrently agrees under the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery EventUST Facility), if any Additional First Lien Indebtedness or Permitted Unsecured Indebtedness is incurred by any Group Member (i) if other than an Excluded Subsidiary), then promptly upon such Allocated Proceeds are incurrence (and in any case not Reinvestment Proceedsmore than twenty Business Days thereafter), such Allocated Proceeds the Notes shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, prepaid by an amount equal to the relevant Reinvestment Prepayment Amount Applicable Net Cash Proceeds of such incurrence, as set forth in Section 2.5(d). If any amount in respect of Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a prepayment of the Notes pursuant to clause (n) of the definition of “Permitted Indebtedness,” then promptly upon the occurrence of such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be applied toward pursuant to Section 2.5(d) to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, Notes shall be subject to reduction to the extent that expatriation of such Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including, without limitation, violation of Contractual Obligations), (ii) would be reasonably likely to result in adverse personal liability of any director of any applicable Group Member, or (iii) would result in the terms insolvency of the documentation for any First Lien Notes or Preapplicable Non-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.U.S.

Mandatory Prepayments. (a) If on any date Immediately upon receipt by the Borrower or any of its Domestic Subsidiaries shall receive of any (i) Net Cash Proceeds of any sale or disposition by the Borrower or any of its Domestic Subsidiaries of any of its assets or (ii) any Net Cash Proceeds from any Asset Sale casualty insurance policies or Recovery Event theneminent domain, condemnation or similar proceedings that, with respect to Section 2.13(a)(i) and (a)(ii), exceed (A) $15,000,000 for any such single asset sale (or series of related asset sales) or for any such single casualty event or (B) as of any date of determination, an amount equal to 75% two percent (2.0%) of the aggregate book value of the total assets of the Borrower and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered for all such asset sales or casualty events from the date hereof through the Maturity Date, the Borrower shall prepay the Term Loans in an amount equal to all such Net Cash Proceeds (“Allocated Proceeds”subject to the terms of the Intercreditor Agreement); provided provided, that the Borrower or such Subsidiary may instead deem a portion of shall not be required to prepay the Term Loans with respect to Net Cash Proceeds from (w) so long as such Net Cash Proceeds equal are required to be applied to repay or provide cash collateral for Indebtedness under the first 75% Dent-A-Med Credit Agreement (regardless of permanent commitment reductions thereunder), subject to any exceptions or reinvestment rights provided for in the Dent-A-Med Credit Agreement as in effect on the Effective Date, (A) sales of assets by the Dent-A-Med Entities or (B) any casualty insurance policies or eminent domain, condemnation or similar proceedings are received by any Dent-A-Med Entity, (x) sales of assets in the ordinary course of business of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when type described in Section 7.6(a) and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event(b), (iy) if sales of assets of the types described in Section 7.6(c) and (d) or (z) casualty insurance policies or eminent domain, condemnation or similar proceedings that are, in either case of Section 2.13(a)(y) or (z), reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within one hundred eighty (180) days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such Allocated Proceeds 180-day period and actually reinvested within three hundred sixty (360) days following receipt thereof, so long as such proceeds are not Reinvestment Proceeds, held in accounts at SunTrust Bank until reinvested. Any such Allocated Proceeds prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.13(d).

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment a Change of the Term Loans Control occurs or (ii) if such Allocated Proceeds the Term Loans are Reinvestment Proceedsaccelerated in accordance with Section 9 (including upon automatic acceleration as a result of bankruptcy), on Borrower shall immediately pay to Lenders in cash, payable to each Reinvestment Prepayment DateLender in accordance with its respective Pro Rata Share, an amount equal to the relevant Reinvestment sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, plus (ii) the Prepayment Amount shall be applied toward Premium, plus (iii) any other fees payable under this Agreement by reason of such prepayment, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and any accrued interest (including without limitation any interest accrued at the Default Rate). Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under this Agreement by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans Loans, Borrower shall pay any such fees to each Lender in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of this Agreement. For the documentation for avoidance of doubt, the Prepayment Premium shall not apply to any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with payments made pursuant to Section 2.2(b)(ii) resulting from the occurrence of any Revenue Target Violation. The Prepayment Premium shall also be payable in the event the Obligations under (and/or this Agreement require that a portion Agreement) are satisfied or released by foreclosure (whether by power of such Allocated Proceeds be applied to purchase First Lien Notes judicial proceeding), deed in lieu of foreclosure or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cby any other means. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTHE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.

Mandatory Prepayments. Borrower shall make mandatory prepayments (“Mandatory Prepayments”) as set forth in this Section. Borrower shall make Mandatory Prepayments to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement (a) If on any date in an amount equal to 100% of the Net Proceeds of Stock and 100% of the Net Cash Proceeds received by Borrower or a Subsidiary in respect of any offering by Borrower of its Subsidiaries shall receive Subordinated Debt (other than an offering which increases the outstandings under Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Execution Date and described on Exhibit 4.7 hereto); (b) in an amount equal to 100% of the Net Cash Proceeds from any Asset Sale sale or Recovery Event then, with respect to other disposition by Borrower of any inventory (other than sales of inventory in the ordinary course); (c) in an amount equal to 75100% of such the Net Cash Proceeds from any other sale or other disposition (“Allocated Proceeds”other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 10.5(d)), or series of related sales or dispositions, by Borrower of any assets not otherwise referenced above in this Section, where the Net Cash Proceeds exceed $5,000,000 for any such sale or $10,000,000 in the aggregate for all such sales; provided that and (d) in an amount equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if Borrower or such Subsidiary may instead deem a would be otherwise obligated to use any portion of such Net Cash Proceeds equal to the first 75% redeem any of the Total Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such Mandatory Prepayment of Net Cash Proceeds or Net Proceeds to of Stock shall be due immediately upon the receipt by Borrower of such Net Cash Proceeds or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Net Proceeds of such Asset Sale or Recovery Event), Stock. All Mandatory Prepayments required pursuant to this Section shall be distributed (i) to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement, pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders (other than CoBank) waive in writing their right to receive a Mandatory Prepayment pursuant to this Section 4.7 or comparable provision in their respective Senior Notes, Borrower shall make such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on Mandatory Prepayment to the fifth Business Day after lenders under the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Rabobank Agreement and to CoBank hereunder only and in an amount equal to the relevant Reinvestment Prepayment Amount their pro rata share as calculated above. The Mandatory Prepayments made to CoBank as required by this Section shall be applied toward the prepayment of the Term Loans as provided in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSubsection 4.6.2 hereof.

Mandatory Prepayments. (ai) If No later than the fifth (5th) Business Day after the date on which the financial statements with respect to each Fiscal Year of the Parent Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around December 31, 2022, the Parent Borrower shall prepay the outstanding principal amount of Subject Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Parent Borrower and its Restricted Subsidiaries for the Calculation Period then ended, minus (B) $15,000,000 minus (C) unless otherwise elected by the Parent Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), the aggregate principal amount optionally or voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (1) any Initial Term Loans, any other Term Loans, Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 2.11(a), any ABL Loans and any Permitted Senior Secured Debt, and (2) any Replacement Notes, based upon the actual amount of cash paid in connection with the relevant assignment or purchase, except, in each case, to the extent financed with Long-Term Funded Indebtedness; provided that, in each case, with respect to the ABL Facility, any Incremental Revolving Facility and any Replacement Revolving Facility, to the extent accompanied by a permanent reduction in the relevant commitment, minus (D) all Cash payments in respect of capital expenditures as would be reported in the Parent Borrower’s consolidated statement of cash flows made during such Calculation Period and, at the option of the Parent Borrower, in the case of any Calculation Period, any Cash payments in respect of any such capital expenditures made prior to the date of the Excess Cash Flow payment in respect of such Calculation Period, except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (E) Cash payments made during such Calculation Period (or, at the option of the Parent Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash Equivalents and (y) the Parent Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery EventRestricted Subsidiaries), (i) if such Allocated Proceeds are not Reinvestment Proceedsexcept, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on in each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) abovecase, to the extent that financed with Long-Term Funded Indebtedness, minus (F) unless otherwise elected by the terms Parent Borrower (in which case any such amount shall be deducted from the calculation of Excess Cash Flow instead), Cash payments made during such Calculation Period (or, at the option of the documentation for Parent Borrower (in its sole discretion), made after such Calculation Period and prior to the date of the applicable Excess Cash Flow payment) in respect of Restricted Payments made under Sections 6.04(a)(i), (ii), (iv), (v), (viii)(B), (xi), (xiii) and (xv). Notwithstanding the foregoing, (I) if at the time that any First Lien Notes such prepayment would be required, the Parent Borrower (or Pre-Existing Debt any other Restricted Subsidiary of the Parent Borrower) is also required to Prepay any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations under pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Parent Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Agreement require Section 2.11(b)(i) shall be reduced accordingly; provided, that a the portion of such Allocated Proceeds ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be applied allocated to purchase First Lien Notes or Pre-Existing Debt the Other Applicable Indebtedness pursuant to a mandatory offer the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay the Term Loans in accordance with Section 2.9(cthe terms hereof and (II) to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, the declined amount shall promptly (and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on in any event within ten (10) Business Days after the respective amounts date of such rejection) be applied to prepay the Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingin accordance with the terms hereof (unless such other application is otherwise permitted hereunder).

Mandatory Prepayments. (ai) If on When any date the Borrower Parent Holdco or any of its Subsidiaries shall receive Net Cash Proceeds from Subsidiary thereof makes any Asset Sale Disposition (other than dispositions permitted under Sections 4.3(a), 4.3(d), 4.3(e), 4.3(f), 4.3(h) or Recovery Event then4.3(i)) or experiences any Asset Loss Event, with respect to U.S. Borrowers shall repay the Advances in an amount equal to 75100% of the Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds shall be held in trust for Agent; provided, however, up to an aggregate of $1,000,000 per Fiscal Year (“Allocated or such higher amount as Agent and the Required Lenders may agree) of the Net Cash Proceeds of the foregoing shall not be required to be applied to the prepayment of the Advances to the extent such proceeds are to be used to replace, repair or restore, or otherwise reinvest in, assets used in any Borrower’s business and so long as: (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds”; provided , (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such Subsidiary may instead deem a proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (B)); provided, further, that (x) if all or any portion of such Net Cash Proceeds equal not so applied to the first 75% prepayment of the Total Advances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Proceeds Cash Proceeds, such amount shall be applied to the Borrower or such Subsidiary from such Asset Sale or Recovery EventAdvances as otherwise set forth herein, when and as received, to be on the Allocated Proceeds last day of such Asset Sale or Recovery Event)specified period, (iy) if such Allocated U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds are not Reinvestment Proceedsin accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Allocated Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the fifth Business Day after case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be deemed to be implied consent to any Disposition or other event otherwise prohibited by the date such proceeds are received toward terms and conditions hereof. Such repayments shall be applied (i) first, to the prepayment outstanding principal installments of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to Loan in the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment inverse order of the Term Loans in the manner specified in Section 2.9(c); provided thatmaturities thereof, notwithstanding clauses (i) and (ii) abovesecond, (A) to the extent such Asset Loss Event related to the U.S. Borrowers, to the extent that remaining U.S. Advances in such order as Agent may determine, subject to the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied U.S. Borrowers’ ability to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans reborrow U.S. Revolving Advances in accordance with Section 2.9(cthe terms hereof and (B) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on to the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingextent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof.

Mandatory Prepayments. (a) If on In the event that the Borrower actually receives any date Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of its Subsidiaries shall receive the Consolidated Group actually receives any Net Cash Proceeds arising from any Debt Issuance (other than a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.7(b) above) or Asset Sale or Recovery Event thenSale, with respect to in each case which Net Cash Proceeds are received after the Initial Funding Date, then the Borrower shall prepay the Advances in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that not later than three Banking Days following the receipt by the Borrower or any such Subsidiary may instead deem a portion of such Net Cash Proceeds. 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 other member of the Consolidated Group, of such Net Cash Proceeds equal from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the first 75% date fixed for prepayment, plus, in the case of any Term Rate Advances, any amounts due to the Total Banks under Section 3.6(c). Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as the Borrower has determined in good faith (which determination shall be conclusive) that repatriation to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery EventNet Cash Proceeds (x) would have adverse tax consequences (and, in the case of Debt Issuances, such adverse tax consequences are material), (iy) if such Allocated Proceeds are not Reinvestment Proceedswould be prohibited, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans delayed or restricted under applicable local law or (iiz) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to would violate the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion applicable organizational documents of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSubsidiary.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2020, the Borrower shall prepay the outstanding principal amount of, and accrued interest on, Initial Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (x) the aggregate principal amount of any optional prepayment, repurchase, redemption or other retirement of any First Lien Debt (and in the case of any such First Lien Debt constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case, excluding any such optional prepayments, repurchases, redemptions or other retirements made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year of the Borrower and (y) the amount of any reduction in the outstanding principal amount of any Term Loan and/or any other First Lien Debt resulting from any assignment to (and/or purchase by) the Borrower or any Restricted Subsidiary of any such Indebtedness (and in the case of any such Indebtedness constituting revolving indebtedness, to the extent accompanied by a permanent reduction in the applicable revolving commitments) prior to the date that the applicable prepayment is due, in each case, to the extent of the amount paid in Cash by the Borrower or the applicable Restricted Subsidiary in connection with the relevant assignment and/or purchase, excluding any such assignment and/or purchase made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year, and in each case of the foregoing clauses (x) and (y) only to the extent that such amounts were not financed with the proceeds are received toward of long-term Indebtedness (other than revolving Indebtedness); provided that no prepayment under this Section 2.11(b)(i) shall be required unless and solely to the extent that the amount thereof exceeds $5,000,000; provided, further, that if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary of the Borrower) is also required to prepay any other First Lien Debt pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal and to the relevant Reinvestment Prepayment Amount shall be applied toward prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans in the manner specified in that would have otherwise been required pursuant to this Section 2.9(c)2.11(b)(i) shall be reduced accordingly; provided thatprovided, notwithstanding clauses (i) and (ii) abovefurther, that to the extent that the terms holders of Other Applicable Indebtedness decline to have such Indebtedness prepaid, the documentation for declined amount shall promptly (and in any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with event within 10 Business Days after the Obligations under this Agreement require that a portion date of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may rejection) be applied to prepay the Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingterms hereof.

Mandatory Prepayments. (a) If on any date On the Borrower day of receipt by the Borrowers or --------------------- any of its their Subsidiaries shall receive of any Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the Borrower or such Subsidiary may instead deem a portion consummation of such Net Asset Disposition would not result in (x) the Operating Cash Proceeds equal Flow attributable to the first 75assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Total Net Proceeds to Operating Cash Flow of the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and Borrowers as received, to be of the Allocated Proceeds date of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) Disposition and (ii) abovethe Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to the extent that the terms invest in assets of the documentation for same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any First Lien Notes Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or Pre-Existing Debt in determining that a prepayment is secured on a pari passu basis with the Obligations not required) under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.5(a).

Mandatory Prepayments. (a) If on Unless the Approving Party shall otherwise agree (and, if the Approving Party is the Treasury, the Treasury concurrently agrees under the UST Facility), if any date Additional Secured Indebtedness or Permitted Unsecured Indebtedness is incurred by any Covered Group Member, then promptly upon the Borrower or receipt of any of its Subsidiaries shall receive Net Cash Proceeds from such incurrence (and in any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventcase not more than twenty Business Days thereafter), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds the Notes shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, prepaid by an amount equal to the relevant Reinvestment Prepayment Amount Applicable Net Cash Proceeds of such incurrence, as set forth in Section 2.5(d). If any amount in respect of Attributable Obligations under a Sale/Leaseback Transaction is required to be applied as a prepayment of the Notes pursuant to clause (n) of the definition of “Permitted Indebtedness,” then promptly upon the receipt of any Net Cash Proceeds from such Sale/Leaseback Transaction (and in any case not more than twenty Business Days thereafter), the Notes shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the Applicable Net Cash Proceeds thereof required to be applied toward pursuant to Section 2.5(d) to the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, Notes shall be subject to reduction to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion expatriation of such Allocated Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including, without limitation, violation of Contractual Obligations), (ii) would be applied reasonably likely to purchase First Lien Notes result in adverse personal liability of any director of such Non-U.S. Subsidiary, or Pre(iii) would result in the insolvency of such Non-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.U.S.

Mandatory Prepayments. (ai) If on any date 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 Loss with respect to any Property, then Borrower shall receive promptly notify Bank of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary of the Net Cash Proceeds of such Disposition or Event of Loss, Borrower shall prepay the Obligations in an aggregate amount 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 Asset Sale or Recovery Event then, such prepayment with respect to Net Cash Proceeds received on account of an amount equal Event of Loss so long as such Net Cash Proceeds are applied to 75% replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment 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 case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that 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 Borrower shall not be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the extent such 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 or such Subsidiary may instead deem a portion has reinvested such Net Cash Proceeds in such similar assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds equal to the first 75% not so reinvested. The amount of the Total Net Proceeds to the Borrower or each such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds prepayment shall be applied on first to the fifth Business Day after the date such proceeds are received toward the prepayment of the outstanding Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal until paid in full and then to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans Revolving Loans; provided that proceeds relating to Eligible Inventory and Eligible Receivables then included in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds Borrowing Base shall first be applied to purchase First Lien Notes the Revolving Loans. If Bank so requests, all proceeds of such Disposition or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes Event of Loss shall be deposited with Bank (or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cits agent) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on held by it in the respective amounts Collateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingreplacing, rebuilding or restoring such Property.

Mandatory Prepayments. (a) If on any date Except as otherwise permitted pursuant to clauses (a), (c), (e), (f), (g), (h), (k) and (l) of the definition of Permitted Disposition and subject to Section 15.19, when a Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from sells or otherwise disposes of any Asset Sale Collateral, or Recovery Event then, with receives insurance proceeds paid in respect of any casualty loss relating to an amount equal to 75% any assets or property of such Net Cash Proceeds Person or proceeds of a Condemnation Event (“Allocated Proceeds”; provided that other than asset disposition, insurance and/or Condemnation Event proceeds of less than $500,000 in the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventaggregate in any Fiscal Year), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds Borrower shall be applied on repay the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment cash net proceeds of the Term Loans in the manner specified in Section 2.9(c); provided thatsuch sale, notwithstanding clauses casualty loss or Condemnation Event (i.e., gross cash proceeds received less (i) the reasonable costs (including, without limitation, repayment of Indebtedness related thereto and taxes) of such sales or other dispositions, (ii) abovereserves, required to be established in accordance with GAAP or the definitive agreements relating to such disposition, with respect to such disposition, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and laities under any indemnifications obligations, (iii) any non-contingent liabilities directly related to the asset sold and not assumed by the purchaser thereof and (iv) in the case of insurance proceeds or a Condemnation Event, actual and reasonable costs and expenses incurred in connection with the adjustment or settlement of claims in respect thereof), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent; provided, that no prepayment shall be required in connection with such disposition, casualty loss or Condemnation Event in respect of Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement) unless receipt of the proceeds thereof shall have been declined by the requisite Revolving Lenders in accordance with the terms of the PNC Credit Agreement; provided, further, that no prepayment shall be required in connection with such a Collateral disposition, casualty loss or Condemnation Event if the proceeds thereof are reinvested by the Person receiving such proceeds in an asset reasonably related or necessary to the business of Borrower (or, in the case of insurance proceeds, used to repair, refurbish, restore, replace or rebuild the asset giving rise to such proceeds) within two hundred seventy (270) days following receipt thereof, but only to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion Borrower notifies Agent of such Allocated Proceeds Person’s intent to make such reinvestment at the time such proceeds are received and when such reinvestment occurs no Default or Event of Default shall then be in existence. Any such prepayment shall be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with clause (d) below (either at the time of receipt thereof or upon expiration of the 270-day period described above to the extent the net proceeds are not so reinvested (or, in the case of insurance proceeds, not used to repair, refurbish, restore, replace or rebuild the asset giving rise to such proceeds) within such period as permitted in this clause (a)), and shall be accompanied an indemnification payment as required under Section 2.9(c) 2.2(f), in any. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingconditions hereof.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (ii) if such Allocated Proceeds are Reinvestment Proceedsincluding the acceleration of claims by operation of law)), on each Reinvestment Prepayment DateBorrower shall immediately pay to Agent at the relevant time, an amount equal to the sum of: (i) all outstanding principal of the Term Loans, plus accrued and unpaid interest through the prepayment date, (ii) the Exit Fee, plus (iii) all other Obligations that are due and payable to the Lender, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Upon the occurrence of a Prepayment Event, Borrower shall immediately pay to the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Prepayment Event, at the relevant Reinvestment time, and amount equal to the applicable Prepayment Amount Amount, which shall be applied toward (i) first, to Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts, (ii) second, to the Exit Fee in respect of the principal of Term Loans being prepaid, (iii) third, to all accrued and unpaid interest though the prepayment date, (iv) fourth, to the outstanding principal of the Term Loans and (v) fifth, to all other Obligations. Upon the occurrence of a Regulatory Call Event or Manufacturing Call Event, the Borrower shall promptly pay the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Call Event (i) an amount so that the aggregate principal amount of Term Loans outstanding after such payment does not exceed $50,000,000 and (ii) the Exit Fee in respect of the principal of Term Loans being prepaid. In addition, following the occurrence of a Regulatory Call Event or Manufacturing Call Event, Borrower shall make consecutive monthly payments to the Agent for the ratable account of each applicable Lender holding Term Loans subject to such Call Event of principal of $5,000,000 until the earlier of (x) such Call Event no longer continuing and (y) the aggregate principal amount of Term Loans outstanding is equal to or less than $25,000,000. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if any fees payable under this Agreement by reason of such prepayments had not previously been paid in full in connection with the prepayment of the Term Loans amount outstanding under this Agreement in the manner specified full, Borrower shall pay any such fees to each Lender in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that accordance with the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingAgreement.

Mandatory Prepayments. (ai) If on any date or after the Closing Date (1) the Borrower or any of its Subsidiaries shall receive incur Indebtedness for borrowed money pursuant to Section 7.2(c) pursuant to a public offering or private placement or otherwise, (2) the Borrower or any other Loan Party shall make an Asset Sale pursuant to Section 7.6(i) or (3) a Recovery Event occurs, then, in each case, if and to the extent the applicable Net Cash Proceeds from any Asset Sale are not required to be applied to the payment of obligations of the Borrower or Recovery Event thenthe other borrowers under the ABL Facility, the Borrower shall prepay, in accordance with respect to this Section 3.4(c), the Term Loans in an amount equal to 75to: (A) in the case of the incurrence of any such Indebtedness other than Subordinated Indebtedness, 100% of such the Net Cash Proceeds thereof, (“Allocated Proceeds”; provided B) in the case of the incurrence of any such Indebtedness that is Subordinated Indebtedness, 50% of the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to thereof; and (C) in the first 75% case of the Total Net Proceeds to the Borrower or such Subsidiary from any such Asset Sale or Recovery Event, when and as received100% of the Net Cash Proceeds thereof, in each case minus any Reinvested Amounts, with such prepayment to be made no later than the Allocated Business Day following the date of receipt of any such Net Cash Proceeds except that, in the case of such Asset Sale or Recovery Eventclause (C), (i) if any such Allocated Net Cash Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall eligible to be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans reinvested in accordance with the definition of the term “Reinvested Amount” in Section 2.9(c) 1.1 and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based the Borrower has not elected to reinvest such proceeds (or portion thereof, as the case may be), such prepayment to be made on the respective amounts earlier of Term Loans (x) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and First Lien Notes and/or Pre-Existing Debt then outstanding(y) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition.

Mandatory Prepayments. (a) If on any date Subject to the terms of the Intercreditor Agreement, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to prepay the Loans in an amount equal to 75% the Net Cash Proceeds received by an Obligor on account of a Prepayment Event; provided, however, that, so long as no Cash Dominion Event or Event of Default shall have occurred and be continuing, Net Cash Proceeds on account of a Prepayment Event described in clause (a) or (b) of the definition of Prepayment Event shall not be required to be so applied to the extent an Obligor uses (or commits to use pursuant to a binding agreement) such Net Cash Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (to the extent such Net Cash Proceeds arose from the a Disposition of Term Loan Priority Collateral) within 180 days of the receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that and if so committed but not reinvested within such 180 day period, such Net Cash Proceeds are so reinvested within 270 days of the Borrower or such Subsidiary may instead deem a portion receipt of such Net Cash Proceeds), it being expressly agreed that (A) any such Net Cash Proceeds equal not reinvested or committed to be reinvested within the initial 180 day period shall be paid to the first 75% of the Total Net Proceeds Lenders and applied to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of repay the Term Loans or within five Business Days following the expiration of such 180 day period and (iiB) if any such Allocated Net Cash Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal committed to be reinvested during the initial 270 day period and not so reinvested within such 270 day period shall be paid to the relevant Reinvestment Prepayment Amount shall be Lenders and applied toward the prepayment of to repay the Term Loans in within five Business Days following the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion expiration of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding270 day period.

Mandatory Prepayments. Subject to the proviso below, upon the occurrence of any Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (ax) If on any date one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Casualty Event, when and as received, to be the Allocated Proceeds of (B) any accrued but unpaid interest on such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment ProceedsLoan being prepaid, on each Reinvestment Prepayment Dateprovided, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatfurther, notwithstanding clauses (i) and (ii) above, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (a) If The Borrower shall, on the date of receipt of any date Net Cash Proceeds by MCRC, the Borrower or their respective Subsidiaries from (a) the sale, lease, transfer or other disposition of any assets of its MCRC, the Borrower or their respective Subsidiaries shall receive (other than any sale, lease, transfer or other disposition of assets for Net Cash Proceeds from in the aggregate not to exceed $25,000,000 during the term of this Agreement), (b) the incurrence or issuance by MCRC, the Borrower or their respective Subsidiaries of any Asset Sale Indebtedness (other than borrowings under the Revolving Credit Facility); provided, however, that if any Indebtedness is incurred for a particular acquisition or Recovery Event thentransaction and such acquisition or transaction is either unwound or not consummated, with respect then the Net Cash Proceeds of such Indebtedness shall be used to pay back the lender of such Indebtedness, or (c) the issuance and sale by MCRC, the Borrower or their respective Subsidiaries of any Equity Interests for cash, prepay the Loans in an aggregate amount equal to 75% of such Net Cash Proceeds Proceeds. The Borrower shall make such prepayment together with all accrued interest on the amount prepaid. Notwithstanding the foregoing, (“Allocated Proceeds”; provided that 1) the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal shall not be required to make the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), prepayment described in clause (ia) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms Borrower uses such Net Cash Proceeds to purchase other real property assets, in a bona fide, qualified, deferred exchange under §1031 of the documentation for any First Lien Notes Code, provided that (i) the Borrower shall deposit all such Net Cash Proceeds of sale or Pre-Existing Debt that is secured on a pari passu basis other disposition, until required in connection with the Obligations under this Agreement require purchase of a property, with a qualified intermediary reasonably acceptable to the Administrative Agent and (ii) such qualified intermediary shall be instructed to pay such net proceeds to the Administrative Agent on behalf of the Lenders in the event that a portion either (x) such other real property assets are not identified within 45 days of such Allocated sale, or (y) such purchase does not occur within 180 days of such sale and (2) if MCRC, the Borrower or their respective Subsidiaries receives Net Cash Proceeds from the sale of the Real Estate located at 700 Xxxxxx Xxxxxx xx Xxx Xxxxxxxxx, Xxxxxxxxxx that would otherwise be applied required to purchase First Lien Notes or Pre-Existing Debt be used to prepay the Loans, the Borrower may elect to retain such Net Cash Proceeds if it instead reduces the Total Commitment pursuant to a mandatory offer §2.11 in an amount equal to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Net Cash Proceeds may be applied that would have otherwise been used to prepay Term Loans in accordance with Section 2.9(cthe Loans. Amounts repaid pursuant to this §2.10(a) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingmay not be reborrowed.

Mandatory Prepayments. (a) If on any date Within five days after delivery to Agent of Borrowers’ audited annual financial statements pursuant to Section 9.1.2 (the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then“ECF Payment Date”), commencing with respect the delivery to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% Agent of the Total Net Proceeds to audited annual financial statements for the Borrower or such Subsidiary from such Asset Sale or Recovery EventFiscal Year ending December 31, when and as received2017, to be the Allocated Proceeds of such Asset Sale or Recovery Event), Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Ultimate Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Allocated Proceeds are not Reinvestment ProceedsFiscal Year, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment outstanding principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be applied toward deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the manner specified in result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.9(c); provided that5.2.3 for such Fiscal Year or, notwithstanding clauses (i) and (ii) aboveat the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the “Excess Cash Flow Payment Amount”); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the terms of Payment Conditions are satisfied until such time as the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans entire Excess Cash Flow Payment Amount has been paid in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.full;

Mandatory Prepayments. Furthermore, the undersigned agrees that should the outstanding principal balance of the Loan at any time exceed the amount which is equal to 65% of the collective fair market value of the Gulfstream Aerospace Model G-IV-SP Aircraft bearing manufacturer’s serial number 1460 and U.S. Registration Xxxx N326JD held as security under the Mortgage (athe “Aircraft”), as determined by the Lender pursuant to an appraisal obtained by it, at the sole cost and expense of the undersigned (“Lender’s Appraisal”), the undersigned will forthwith make one or more prepayments (or provide cash collateral) If of this Note within thirty (30) days of written demand therefor, in each case such that the outstanding principal balance of the Loan shall not exceed the amount which is (i) 65% of the value of the Lender’s Appraisal plus (ii) the cash collateral. So long as no Event of Default has occurred hereunder, the appraisal mechanism set forth immediately above may not be exercised more than once every twelve (12) months. Any prepayment made pursuant to the terms of this paragraph VII shall not be subject to a prepayment fee; provided, however, if such prepayment is (i) made on any date a day that is not the Borrower or any last day of its Subsidiaries an Interest Period, shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, be accompanied by the LIBOR Breakage Fee calculated with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventprincipal balance being prepaid, when and as receivedor, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if the Loan is then accruing interest at the Fixed Rate, such Allocated Proceeds are Reinvestment Proceedsprepayment shall be subject to payment of the Fixed Rate Prepayment Fee. Notwithstanding the foregoing, on each Reinvestment Prepayment Date, the undersigned may deposit with Lender cash in an amount equal to the relevant Reinvestment Prepayment Amount difference between (a) the outstanding principal balance of the Loan and (b) the product of 65% multiplied by the appraised value of the Aircraft pursuant to the Lender’s Appraisal (such differential hereinafter referred to as the “LTV Shortfall”). The LTV Shortfall shall be applied toward the prepayment deposited into an interest bearing cash collateral account maintained with Lender or, at Lender’s discretion, one of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLender’s affiliates.”

Mandatory Prepayments. (a) If on Subject to Section 7.1 hereof, when any date the Borrower Loan Party or any Subsidiary sells or otherwise disposes of its Subsidiaries any Collateral other than Inventory in the Ordinary Course of Business, Loan Parties shall receive repay the Advances in an amount equal to the Net Cash Proceeds of such sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agents. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, to the outstanding principal installments of the Term Loan A in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, second to the outstanding principal installments of the Term Loan B in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and third to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof; provided further, that (x) in the event any Loan Party has received Net Cash Proceeds from any Asset Sale sale or Recovery disposition permitted pursuant to Section 7.1 hereof, (y) the Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of such Net Cash Proceeds, and (z) no Default or Event thenof Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) in accordance with respect to an the terms hereof in the amount equal to 75% of such Net Cash Proceeds to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (“Allocated Proceeds”; provided that 180) days from the Borrower date the Reinvestment Notice was received by the Agents. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such Subsidiary may instead deem proceeds held in such separate Depository Account, or be deemed to have requested a portion Revolving Advance in the amount of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower net cash proceeds, and such proceeds or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds Revolving Advances shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) set forth before the proviso above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted pursuant to Section 9.09), the Borrower shall make a mandatory prepayment of the Loans, pro rata between Initial Loans and Delayed Draw Loans, in an amount equal to one hundred percent (100%) If on any date of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries shall receive with respect to such Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium, if any, such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, if, within five (5) Business Days following (x) the occurrence of any such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following (x) the occurrence of any such Asset Sale or Recovery Event then(y) the receipt of Net Cash Proceeds from any Casualty Event, with respect to the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may instead deem a portion be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (aeach a “Casualty/Condemnation Prepayment”), in the manner and to the extent set forth in Section 7.4.2 hereof. Each Casualty/Condemnation Prepayment, after deducting Lender’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the settlement or collection of the Proceeds or Award, shall be applied by Lender as follows in the following order of priority: First, accrued and unpaid interest; Second, to Principal; and Third, to and any other amounts then due and owing under the Loan Documents, but, as between the Fixed Rate Loan and the Floating Rate Loan, as Lender shall elect in Lender’s sole and absolute discretion. If such Casualty/Condemnation Payment is made on any date other than a Payment Date, then such Casualty/Condemnation Payment shall include interest that would have accrued on the Borrower or Principal prepaid to but not including the next Payment Date. Provided that no Event of Default is continuing, any such mandatory prepayment under this Section 2.3.2 shall be without the payment of its Subsidiaries shall receive Net Cash Proceeds from the Yield Maintenance Premium, but, in the case of any Asset Sale or Recovery Event then, with respect prepayment that Lender elects to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal apply to the first 75% Floating Rate Loan, such prepayment shall be subject to the payment of the Total Net Proceeds Exit Fee. Notwithstanding anything to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventcontrary contained herein, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds each Casualty/Condemnation Prepayment shall be applied on in inverse order of maturity and shall not extend or postpone the fifth Business Day after the date such proceeds are received toward the prepayment due dates of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to monthly installments due under the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with this Agreement, or change the Obligations under this Agreement require that a portion amounts of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandinginstallments.

Mandatory Prepayments. Subject to the proviso below, and except to the extent such Net Cash Proceeds have been used to prepay the obligations under the Parent Credit Agreement, upon the occurrence of any Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (ax) If on any date one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Casualty Event, when and as received, to be the Allocated Proceeds of (B) any accrued but unpaid interest on such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment ProceedsLoan being prepaid, on each Reinvestment Prepayment Dateprovided, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatfurther, notwithstanding clauses (i) and (ii) above, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (a) If on at any date time after the Borrower or Closing Date any of its Subsidiaries shall receive Group Member receives any Net Cash Proceeds from the Incurrence of any Asset Sale Indebtedness (other than Excluded Indebtedness) or Recovery Event thenthe issuance of any Disqualified Capital Stock, with respect to the Borrower shall prepay the Term Loans on a pro rata basis on the date of such receipt in an amount equal to 75100% of such Net Cash Proceeds; provided, that if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided, further, that (“Allocated Proceeds”; provided that A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event)terms thereof, (iC) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the amount of prepayment of the Term Loans or (iithat would otherwise have been required pursuant to this Section 4.2(a) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) reduced accordingly and (iiD) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion holders of such Allocated Proceeds be applied Other Applicable Indebtedness decline to purchase First Lien Notes have such Indebtedness prepaid, redeemed or Pre-Existing Debt pursuant to a mandatory offer to purchase repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may rejection) be applied to prepay the Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingterms hereof.

Mandatory Prepayments. (a) Without limiting the requirements of Section 7.5 hereof regarding the consent of Majority Lenders to sales of property by Restricted Persons which are not permitted by Section 7.5, the proceeds of any sale of property (net of all reasonable costs and expenses, but excluding proceeds consisting of tangible property to be used in the business of Restricted Persons) by any Restricted Person (other than a sale of property permitted under Section 7.5 hereof) shall be placed in a collateral account under the control of Administrative Agent in a manner satisfactory to Administrative Agent immediately upon such Restricted Person's receipt of such proceeds and maintained therein for a period of ninety (90) days following the date of receipt thereof in cash (in this Section 2.7(a) referred to as the "Collateral Period"). If on any date consideration consists of an instrument or security, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenCollateral Period shall, with respect to an each amount equal to 75% of cash received in respect thereof, continue until ninety (90) days following such Restricted Person's receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal cash unless, pursuant to the first 75% of the Total Net Proceeds following sentence, an approved investment included such cash; any cash in a collateral account may be invested in Cash Equivalents designated by Borrower. During each Collateral Period, Borrower may propose to invest such proceeds in other property subject to the approval of Majority Lenders, and shall thereafter invest such proceeds in such property so approved by Majority Lenders. At the end of each Collateral Period or, if an investment is so proposed and approved during such Collateral Period, within one hundred-eighty (180) days after such proposed investment has been so approved by Majority Lenders, any such proceeds which have not been so invested by Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on pro rata to the fifth Business Day after reduction of the date such proceeds are received toward the prepayment outstanding principal balance of the Term Loans or (ii) if and the Revolver Loans at such Allocated Proceeds are Reinvestment Proceedstime, on each Reinvestment Prepayment Date, and the Revolver Commitment shall be reduced by an amount equal to the relevant Reinvestment Prepayment Amount shall be prepayment applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingRevolver Loans.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Administrative Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2018, the Borrowers shall prepay the outstanding principal amount of Subject Loans that are Term B Loans in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Administrative Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Administrative Borrower, (x) the aggregate principal amount of (I) any Term Loan and/or any Revolving Loan (and in the case of the Revolving Loans, to the extent such proceeds are received toward prepayment is accompanied by a permanent reduction of the applicable Revolving Credit Commitment) prepaid pursuant to Section 2.11(a) prior to such date and (II) any Incremental Equivalent Debt and/or Replacement Debt voluntarily prepaid, repurchased, redeemed or otherwise retired prior to such date and (y) the amount of any reduction in the outstanding principal amount of any Term Loan resulting from any purchase or assignment made in accordance with Section 9.05(f) of this Agreement (including in connection with any Dutch Auction) prior to the date such payment is due and, in each case under this clause (y), based upon the actual amount of cash paid in connection with the relevant purchase or assignment and excluding any such optional prepayment, repurchase, redemption or retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment ProceedsRevolving Loans, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans extent accompanied by a permanent reduction in the manner specified relevant Revolving Credit Commitment, and in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) abovethe case of all such prepayments, to the extent that such prepayments were not financed with the terms proceeds of other long term funded Indebtedness (other than revolving Indebtedness) of the documentation for Administrative Borrower or its Restricted Subsidiaries; provided that no prepayment under this Section 2.11(b)(i) shall be required unless and to the extent that the amount thereof exceeds $30,000,000; provided, further, that if at the time that any First Lien Notes such prepayment would be required, the Administrative Borrower (or Pre-Existing Debt any Restricted Subsidiary of the Administrative Borrower) is also required to prepay, repay or repurchase or offer to repurchase any Indebtedness that is secured on a pari passu basis with any Secured Obligation that is secured on a first lien basis pursuant to the Obligations under this Agreement require that a terms of the documentation governing such Indebtedness (such Indebtedness, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Administrative Borrower may apply such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt portion of the ECF Prepayment Amount on a pro rata basis based (determined on the respective amounts basis of Term the aggregate outstanding principal amount of the Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthe relevant Other Applicable Indebtedness at such time; provided, that the portion of such ECF Prepayment Amount allocated to such Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term B Loans in accordance with the terms hereof) to the prepayment of the Term B Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term B Loans that would have otherwise been required pursuant to this Section 2.11(b)(i) shall be reduced accordingly; provided, further, that to the extent the holders of such Other Applicable Indebtedness decline to have such indebtedness prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term B Loans in accordance with the terms hereof.

Mandatory Prepayments. (ai) If on any date 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 Loss, then Borrower shall receive promptly notify Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds from to be received by Borrower or such Subsidiary in respect thereof) and, promptly upon receipt by Borrower or such Subsidiary (and in any Asset Sale event within three Business Days after receipt) of the Net Cash Proceeds of such Disposition or Recovery Event thenof Loss, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that with respect to any Disposition other than a Specified Asset Sale (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 amount equal Event of Loss so long as such Net Cash Proceeds are to 75acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Loan Parties, (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 Borrower not exceeding the greater of $7,000,000 or 10% of Consolidated EBITDA in the aggregate so long as no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (y) above, so long as no Default or Event of Default then exists, if Borrower states in its notice of such event that Borrower or the relevant Subsidiary intends to reinvest, within 12 months 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 be required to make a mandatory prepayment under this subsection in respect of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the extent such Net Cash Proceeds are actually reinvested in assets related to its business within such time period. Promptly after the end of such 12-month period, Borrower shall notify Administrative Agent whether Borrower or such Subsidiary may instead deem a portion has reinvested such Net Cash Proceeds in such assets, and, to the extent such Net Cash Proceeds have not been so reinvested, Borrower shall promptly prepay the Obligations in the amount of such Net Cash Proceeds equal to not so reinvested. In addition, in the first 75% of event that the Total Net Proceeds to Commitment Block is reduced by any Specified Asset Sale Commitment Amount and the related Specified Asset Sale is not consummated within 30 days after such reduction, the Borrower or shall, within three Business Days after such Subsidiary from such Asset Sale or Recovery Event30th day, when and as received, to be prepay the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, Obligations in an amount equal to the relevant Reinvestment Prepayment Amount such Specified Asset Sale Commitment Amount. The amount of each prepayment described in this clause (b)(i), including with respect to any Specified Asset Sales, shall be applied toward first to the prepayment of outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the manner specified inverse order of maturity) until paid in Section 2.9(c); provided that, notwithstanding clauses (i) full and (ii) above, then to the extent that Revolving Credit without a corresponding reduction in the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingRevolving Credit Commitments.

Mandatory Prepayments. (a) If on Within (i) ten Business Days following the date of any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the Borrower or date of receipt by Borrower, any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% Administrative Agent of the Total Net Proceeds insurance proceeds relating to the such Event of Loss, Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on required to repay the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward product of (x) the prepayment sum of the Term then outstanding aggregate principal amount of Indebtedness under the Senior Credit Facilities and the Loans and (y) a fraction (A) the numerator of which is equal to the appraised value (as determined in accordance with the manner specified most recent report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 2.9(c8.01(c) before giving effect to such Collateral Disposition); provided that (I) the foregoing payment shall be reduced by the amount of any mandatory prepayment made under the Senior Credit Facilities with respect to such Collateral Disposition and (II) if prior to the date on which payment is due hereunder, the Borrower provides the Administrative Agent with written notice of its intent to consummate a Vessel Exchange with the proceeds, then so long as no Default or Event of Default is continuing, the Credit Parties may use the funds received in such Collateral Disposition in accordance with the provisions of Section 9.02(a), provided further that, notwithstanding clauses (i) and (ii) above, to if a Default or Event of Default occurs after the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion date of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase Collateral Disposition and before the procedures set forth in Section 9.02(a) are completed, the Parent shall apply the proceeds of such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Collateral Disposition in accordance with Section 2.9(c) 4.02(a); provided further, that to the extent excess proceeds remain after any Vessel Exchange, such excess shall be applied first to repay the Senior Credit Facilities and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on second to repay the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLoans.

Mandatory Prepayments. (a) If Following any Casualty or Condemnation, on the next occurring Payment Date following the date on which Lender actually receives any date Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Borrower or any Outstanding Principal Balance of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to the Note in an amount equal to 75% one hundred percent (100%) of such Net Cash Proceeds (“Allocated Proceeds”; , and provided that the Borrower or no Event of Default has occurred and is continuing, such Subsidiary may instead deem a portion of such Net Cash Proceeds equal prepayment to the first 75% be made without payment of the Total Yield Maintenance Premium; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Any partial prepayment under this Section 2.4.2 shall be applied to the last payments of principal due under the Loan and shall not in any event reduce or otherwise change the Monthly Debt Service Payment Amount. Notwithstanding anything to the contrary set forth herein, and provided no Event of Default has occurred and is continuing, in the event of a partial prepayment as set forth in this Section 2.4.2, for a period of one hundred eighty (180) days following such partial prepayment, Borrower or such Subsidiary from such Asset Sale or Recovery Eventmay prepay the remaining Outstanding Principal Balance, when without payment of the Yield Maintenance Premium, provided and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), on condition that: (i) if such Allocated Proceeds are Borrower shall provide Lender with not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after less than thirty (30) days irrevocable prior written notice of the date such proceeds are received toward upon which Borrower shall prepay the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c)Debt; provided that, notwithstanding clauses (i) and (ii) aboveBorrower shall pay: (A) all accrued and unpaid interest on the Outstanding Principal Balance prepaid; (B) all other amounts due under the Note, to the extent that the terms this Agreement or any of the documentation for any First Lien Notes or Pre-Existing Debt other Loan Documents; and (C) interest on the Outstanding Principal Balance so prepaid through the next succeeding Payment Date in the event that is secured on a pari passu basis with Borrower prepays the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on any date other than a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingPayment Date.

Mandatory Prepayments. Within five (a5) If on Business Days of the receipt of Net Cash Proceeds from the occurrence of any date Casualty Event or Specified Asset Sale, Holdings and the Borrower shall apply an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, to (i) the prepayment of outstanding Loans and (ii) the payment of accrued and unpaid interest on the principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee. Such Net Cash Proceeds shall receive be allocated to such prepayment and payments such that the full amount of principal, interest and prepayment fees payable hereunder shall be paid with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Default has occurred and is continuing or shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from any such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or Recovery to the cost of purchase or constructing other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event thenor Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (b) to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided that, with respect in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Specified Asset Sale (or, if within such 180-day period the Borrower enters into a binding commitment to purchase or acquire such assets, within ninety (90) days from entering into such binding commitment), the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the Borrower or case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, with such Subsidiary may instead deem a portion amount of such Net Cash Proceeds equal being allocated to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of principal, the Term Loans or (ii) if payment of accrued and unpaid interest on such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an principal amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in being prepaid and the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to payment of the extent Early Prepayment Fee such that the terms full payable with respect to such mandatory prepayment is paid with such unused balance of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingNet Cash Proceeds.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending October 1, 2022, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Excess Cash Flow Period then ended, minus (B) at the option of the Borrower, (1)(w) the aggregate principal amount of any Loans prepaid pursuant to Section 2.11(a) during such proceeds are received toward Fiscal Year or, at the Borrower’s option, following the end of such Fiscal Year and prior to such date (in the case of the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) aboveany Additional Revolving Loans, to the extent that accompanied by a permanent reduction in the terms relevant commitment), (x) the aggregate principal amount of any Incremental Equivalent Debt and/or Replacement Debt, voluntarily prepaid, repurchased or redeemed or otherwise retired during such Fiscal Year or, at the Borrower’s option, following the end of such Fiscal Year (other than any of the documentation for foregoing described in the following clause (z)) and prior to such date, (y) the aggregate principal amount of any First Lien Notes or Pre-Existing Debt Incremental Revolving Facility (that is pari passu in right of payment and security with the Initial Term Loans) or Revolving Credit Loans (as defined in the ABL Credit Agreement) prepaid during such Fiscal Year or, at the Borrower’s option, following the end of such Fiscal Year and prior to such date (to the extent accompanied by a permanent reduction in the relevant commitment) and (z) the amount of any reduction in the outstanding amount of any Term Loans, any loans under any Incremental Facility or Incremental Equivalent Debt and/or Replacement Debt, resulting from any purchase or assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) (in each case under this clause (z), based upon the actual amount of cash paid in connection with the relevant purchase or assignment) during such Fiscal Year, (2) without duplication of amounts deducted pursuant to the definition of Excess Cash Flow, the amount of consolidated Capital Expenditures actually made in cash during such Fiscal Year, (3) without duplication of amounts deducted pursuant to the definition of Excess Cash Flow, the amount of any Investment permitted by Section 6.06 (other than pursuant to Section 6.06(a), (b), (g), (j), (l), (o), (aa) or (dd)) actually made in cash during such Fiscal Year, and (4) without duplication of amounts deducted pursuant to the definition of Excess Cash Flow, the amount of any Restricted Payment permitted by Section 6.04(a) (other than pursuant to Section 6.04(a)(viii) and (ix) thereof, but in the case of Section 6.04(a)(i)(f), only to the extent such Investment would be deducted pursuant to sub-clause (3) of this clause (i)) actually made in cash during such Fiscal Year, in each case (I) excluding any such optional prepayment, repurchase, redemption or retirement made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year and (II) to the extent that (A) the relevant prepayments, Capital Expenditures, Investments or Restricted Payments were not financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness) and (B) the Indebtedness so prepaid is secured by the Collateral on a pari passu basis with the Obligations Initial Term Loans; provided that no prepayment under this Agreement require that a portion Section 2.11(b) shall be required unless and to the extent the amount thereof would exceed the greater of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c(x) $30,000,000 and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on (y) 15% of Consolidated Adjusted EBITDA as of the respective amounts last day of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthe most recently ended Test Period.

Mandatory Prepayments. (a) If on any date Subject to Section 2.13(g), not later than the Borrower tenth Business Day following the receipt of Net Cash Proceeds by Holdings or any of its Restricted Subsidiaries in respect of (A) one or more Asset Sales in an aggregate amount in excess of $2,500,000 per annum (other than any Disposition of any property or assets permitted by Section 6.05 (except Section 6.05(b)(xi) and (b)(xvii))) or (B) one or more Casualty Events in an aggregate amount in excess of $2,500,000 per annum, the Lead Borrower shall receive apply the Net Cash Proceeds from any Asset Sale or Recovery Event then, received with respect thereto to an amount equal to 75% of prepay outstanding Term Loans in accordance with Section 2.13(d); provided that if at the time any such prepayment would be required with any Net Cash Proceeds pursuant to this clause (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventa), the Lead Borrower is required to offer to repurchase the Permitted First Priority Refinancing Debt or any New Incremental Notes that are secured on a pari passu basis with the Obligations (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations under this Agreement require Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds in respect of any such Asset Sale or any such Casualty Event (such Indebtedness (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Lead Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time); provided, further that a the portion of such Allocated Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be applied allocated to purchase First Lien Notes or Pre-Existing Debt the Other Applicable Indebtedness pursuant to a mandatory offer the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay the Term Loans in accordance with Section 2.9(cthe terms hereof) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on to the respective amounts prepayment of the Term Loans and First Lien Notes and/or Preto 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 clause (a) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans pursuant to this clause (a). Notwithstanding the foregoing, the amount of Net Cash Proceeds from any Asset Sale or Casualty Event required to be (x) reinvested in assets (other than working capital assets) used or useful in the business of the Lead Borrower and its Restricted Subsidiaries or (y) applied to repay outstanding Loans, in each case as provided in this Section 2.13(a), shall be reduced on a dollar-Existing Debt then outstandingfor-dollar basis by the amount of any investment (not funded with Net Cash Proceeds from any other Asset Sale or Casualty Event that previously reduced a Loan Party’s or its Restricted Subsidiary’s obligation to repay Loans pursuant to this Section 2.13(a)) made by the Lead Borrower or any of its Restricted Subsidiaries in assets (other than working capital assets) used or useful in the business of the Lead Borrower and its Restricted Subsidiaries (including pursuant to a Permitted Acquisition (including a Permitted Acquisition of the equity interests in another Person)) within 90 days prior to the receipt of such Net Cash Proceeds.

Mandatory Prepayments. (ai) If In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event following the Closing Date, the Borrower shall, on the day such Net Cash Proceeds from any Asset Sale are received (or, in the case of a Prepayment Event described in clauses (a) or Recovery Event then(b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), with respect to prepay Term Loans in an amount equal to 75100.0% of such Net Cash Proceeds (“Allocated Proceeds”; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such Subsidiary may instead deem certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, 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 Proceeds from such event (or the portion of such Net Cash Proceeds equal specified in such certificate, if applicable) except to the first 75% extent of the Total any such Net Proceeds to that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such Subsidiary from real property, equipment or other tangible assets, or to consummate such Asset Sale Permitted Acquisition or Recovery Eventother acquisition, when and as received, to be the Allocated Proceeds of with such Asset Sale or Recovery EventNet Proceeds), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds at which time a prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, required in an amount equal to the relevant Reinvestment Prepayment Amount Net Proceeds that have not been so applied (and no prepayment shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, required to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion aggregate amount of such Allocated Net Proceeds that are not reinvested in accordance with this Section does not exceed $5,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to received in respect of assets owned by a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtLoan Party, such Allocated Net Proceeds may be applied reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to prepay Term Loans the extent such Net Proceeds shall have resulted from the sale of Equity Interests in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingone or more Foreign Subsidiaries).

Mandatory Prepayments. (a) If on Within 10 Business Days after the consummation of any date sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for such sale or other disposition, together with the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall receive deliver an Officer’s Certificate to the Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from any Asset Sale such sales or Recovery Event then, with respect to an amount equal to 75% other dispositions during such period). Unless within 5 Business Days after receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds Required Lenders’ election to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventforego prepayment, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied then on the fifth date that is 7 Business Day Days after the date on which the Borrower shall have delivered such proceeds are received toward Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Ratable Share of the Term Loans amount of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the manner specified in Section 2.9(c); provided thatprincipal amount so prepaid. Notwithstanding the foregoing, notwithstanding clauses (i) up to 100% of the Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) above, only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the extent that the terms provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under first two sentences of this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingclause (a).

Mandatory Prepayments. (a) If On the next occurring Payment Date following the date on which Lender actually receives any date the Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower or CPLV Tenant for the Restoration of the Property or otherwise remit such Net Proceeds to Borrower or CPLV Tenant pursuant to Section 6.4 hereof, Borrower authorizes Lender, to apply such Net Proceeds as a prepayment of all or a portion of the outstanding principal balance of the Loan together with accrued interest and any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to other sums due hereunder in an amount equal to 75% one hundred percent (100%) of such Net Cash Proceeds (collectively, the “Allocated ProceedsMortgage Mandatory Prepayment Amount”); provided that the Borrower or provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower Debt (until paid in full) in any order or such Subsidiary from such Asset Sale priority in its sole discretion. Other than during the continuance of an Event of Default, no Yield Maintenance or Recovery Eventother premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2. Except during the continuance of an Event of Default, when and any Net Proceeds applied pursuant to this Section 2.4.2 in excess of the Mortgage Mandatory Prepayment Amount shall be applied as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), follows: (i) if such Allocated Proceeds are not Reinvestment Proceedsfirst, such Allocated Proceeds shall be applied on to the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment ProceedsMezzanine A Lender, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Mezzanine A Mandatory Prepayment Amount shall Amount, to be applied toward in accordance with the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatMezzanine A Loan Documents, notwithstanding clauses (i) and (ii) abovesecond, to the extent that Mezzanine B Lender, in an amount equal to the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds Mezzanine B Mandatory Prepayment Amount, to be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cthe Mezzanine B Loan Documents, (iii) third, to the Mezzanine C Lender, in an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine C Loan Documents and purchase First Lien Notes and/or Pre-Existing (iii) fourth, to Borrower. After the occurrence of and during the continuance of an Event of Default, Lender may apply such Net Proceeds to the Debt on a pro rata basis based on (until paid in full) in any order or priority in its sole discretion. Any Net Proceeds remaining after the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandinghas been repaid in full shall be disbursed to Mezzanine A Lender to be applied in accordance with the Mezzanine A Loan Agreement.

Mandatory Prepayments. (a) If on any date Not later than the tenth Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries shall receive of Net Cash Proceeds from in respect of any Prepayment Asset Sale or Recovery Event thenProperty Loss Event, with respect to the Borrower shall apply an amount equal to 75100% of the Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries with respect thereto, (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(d); provided, however, that, the foregoing percentage shall be reduced to (i) 50% if the Total Net Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00 and (ii) 0% if the Total Net Leverage Ratio is less than or equal to 5.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time of receipt of such Net Cash Proceeds; and provided, further, that if (A) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries (including any Related Business Assets) and (B) no Event of Default shall have occurred and be continuing at the time of such proposed reinvestment, and no Event of Default under clause (b), (c), (g) or (h) of Section 7.01 (each, a “Specified Default”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 365 days after the date of receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that or, within such 365 day period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Subsidiary may instead deem a portion of Net Cash Proceeds, and such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or are so reinvested within 180 days after such Subsidiary from such Asset Sale or Recovery Eventbinding commitment is so entered into); provided, when and as receivedhowever, to be the Allocated Proceeds of such Asset Sale or Recovery Event), that (iI) if such Allocated any Net Cash Proceeds are not Reinvestment Proceedsreinvested or applied as a repayment on or prior to the last day of the applicable application period, such Allocated Net Cash Proceeds shall be applied on the fifth within five Business Day after the date such proceeds are received toward Days to the prepayment of the Term Loans or as set forth above (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal without regard to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (iimmediately preceding proviso) and (iiII) aboveif, as a result of any Prepayment Asset Sale or Property Loss Event, the Borrower would be required to prepay or make an “offer to purchase” the extent that Specified Senior Indebtedness pursuant to the terms of the documentation for Specified Senior Indebtedness Documentation or any First Lien Notes other Material Indebtedness, in any such case prior to the expiry of the foregoing reinvestment or Pre-Existing Debt that is secured on a pari passu basis with repayment periods, the Obligations under this Agreement require that a portion Borrower shall apply the relevant percentage of such Allocated Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied as required above by this paragraph (a) to prepay Term Loans in accordance with Section 2.9(c2.13(d) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts day immediately preceding the date of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch required “offer to purchase” (without regard to the immediately preceding proviso).

Mandatory Prepayments. (a) If on any date Immediately upon the incurrence after the Closing Date by the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from domestic subsidiaries (other than any Asset Sale domestic subsidiary which is a direct or Recovery Event thenindirect subsidiary of a foreign subsidiary) of any indebtedness for borrowed money (other than (x) indebtedness incurred pursuant to the existing “Commitments” under and as defined in the Incorporated Agreement, and (y) indebtedness in an aggregate principal amount of up to $100,000,000 incurred in connection with respect to an amount equal to 75% any private offering of such Net Cash Proceeds (“Allocated Proceeds”; provided that senior notes), the Borrower or such Subsidiary may instead deem a portion shall prepay an aggregate outstanding principal amount of such Net Cash Proceeds the Term Loan equal to the first 75% cash amount of the Total Net Proceeds to such indebtedness which the Borrower is able to borrow thereunder (net of any underwriting discounts, commissions, fees and other reasonable and customary out‑of‑pocket expenses, incurred by the Borrower in connection therewith); provided, however, that if the terms or provisions of any Short Term Loan Facilities require the Borrower to make a prepayment of indebtedness under such Subsidiary from Short Term Loan Facilities in a manner similar to this clause (h) (such Asset Sale or Recovery Eventindebtedness under such Short Term Loan Facilities being referred to as “Prepayable Indebtedness”), when then the amount that would Parexel International Corporation January 22, 2013 Page 4 otherwise be prepayable under this clause (h) shall be pro‑rated among the Term Loan and such other Prepayable Indebtedness based on the aggregate principal amount outstanding. Notwithstanding the foregoing, in the event that the “Commitments” under and as received, to be defined in the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds Incorporated Agreement are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day increased after the date such proceeds hereof or are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt refinanced pursuant to a mandatory offer credit facility (which does not otherwise cause the Maturity Date to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans occur) in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based principal amount greater than the maximum aggregate principal amount of credit facilities under the Incorporated Agreement as in effect on the respective amounts date hereof (but regardless of Term Loans the actual outstanding borrowings thereunder on the date hereof) (the “Principal Increase Amount”), the prepayment provisions of this clause (h) shall only apply to the Principal Increase Amount under the Incorporated Agreement (net of any underwriting discounts, commissions, fees and First Lien Notes and/or Pre-Existing Debt then outstandingother reasonable and customary out‑of‑pocket expenses, incurred by the Borrower in connection therewith).

Mandatory Prepayments. (ai) If on Asset Dispositions (other than an Event of Loss). Upon the occurrence of any date Asset Disposition other than an Event of Loss, the Borrower shall prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, at 100% of the face amount thereof, the Letters of Credit, in accordance with Section 2.06(b)(vi), in an amount equal to 100% of any Net Proceeds within three Business Days of receipt thereof by the Borrower or any Restricted Subsidiary; provided, however, that, at the election of its Subsidiaries the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days of receipt of such Net Proceeds), and so long as no Default shall receive have occurred and be continuing, the Borrower or any Restricted Subsidiary may, within 365 days after the receipt of such Net Cash Proceeds, use any such proceeds (A) to invest in operating assets of the Borrower and the Restricted Subsidiaries, (B) to acquire all or substantially all of the assets of, or any Equity Interests of, any Person which if it were a Restricted Subsidiary would be considered to be engaged in a Permitted Business, provided that, after giving effect to such acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary, (C) to make Capital Expenditures for the Borrower or any Restricted Subsidiary or (D) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Permitted Business of the Borrower or the Restricted Subsidiaries; provided that such Net Proceeds from any Asset Sale or Recovery Event then, shall be held in a segregated bank account designated by the Collateral Agent subject to an Account Control Agreement until such time as they are used to prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to an amount equal to 75% such Letters of Credit at such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower time or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75cash collateralize, at 100% of the Total Net Proceeds to face amount thereof, the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds Letters of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans Credit in accordance with Section 2.9(c2.06(b)(vi) and/or are used in accordance with this Section 2.06(b)(i). In the event that any Net Proceeds are not used in accordance with this Section 2.06(b)(i) by the Borrower prior to the earlier of (A) the last day of such 365 day period and purchase First Lien Notes and/or Pre-Existing Debt on (B) the date of the occurrence of a pro rata basis based Default, the Borrower shall immediately prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, at 100% of the face amount thereof, the Letters of Credit on the respective amounts last day of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingsuch period (or such earlier date, as the case may be) in accordance with Section 2.06(b)(vi).

Mandatory Prepayments. (ai) If on The Borrower shall prepay Loans, without premium or penalty, but subject to Section 2.15, with (A) 100% of the Net Cash Proceeds received from Asset Sales (other than such Net Cash Proceeds to the extent that they (x) arise from an Asset Sale (or a series of related Asset Sales) in an amount less than $10,000,000, and (y) do not exceed $25,000,000 in aggregate during any date single fiscal year of the Borrower), provided, however, that the Borrower may elect to commit to reinvest such Net Cash Proceeds in its or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% Subsidiaries' business within twelve months of the receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided such election to be made by a written notice to the Administrative Agent describing such proposed reinvestment in reasonable detail), in which case such amounts shall be applied to repay the Revolving Loans then outstanding, if any, or otherwise (if none are outstanding) as directed by the Borrower, provided, further, that to the extent the Borrower does not so reinvest such proceeds within such period, it shall prepay, at the expiration of such twelve month period, the outstanding Loans in an amount equal to such non-reinvested proceeds; (B) if the credit rating for the Facilities is not at least BBB- and at least Baa3 (as respectively rated by S&P and Xxxxx'x, and in each case with a stable or such Subsidiary may instead deem a portion positive outlook) at the time of receipt of such Net Cash Proceeds equal to the first 75Proceeds, 100% of the Total Net Cash Proceeds to received from any issuance of Indebtedness of the Borrower or its Subsidiaries pursuant to Section 6.01(B)(o) and (C) if the credit rating for the Facilities is not at least BBB- and at least Baa3 (as respectively rated by S&P and Xxxxx'x, and in each case with a stable or positive outlook at the time any such Subsidiary from such Asset Sale or Recovery Event, when and as received, payment is required to be the Allocated Proceeds of such Asset Sale or Recovery Eventmade hereunder), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day within 90 days after the date such proceeds are received toward the prepayment last day of each fiscal year of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment DateBorrower, an amount equal to 50% of Excess Cash Flow for such fiscal year provided, that, the relevant Reinvestment Prepayment Amount no such payment of Excess Cash Flow pursuant to this clause(C) shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, required with respect to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingfiscal year 2003.

Mandatory Prepayments. (a) If on any date The BORROWER shall have the Borrower or any obligation to apply to the unpaid principal balances of its Subsidiaries shall receive Net Cash Proceeds the LOANS and all accrued interest and fees all of the NET AVAILABLE PROCEEDS received by the BORROWER from any Asset Sale PREPAYMENT DISPOSITIONS, CASUALTY EVENTS, or Recovery Event thenissuances of INDEBTEDNESS for borrowed money other than proceeds from purchase money INDEBTEDNESS which is otherwise permitted by the terms of this AGREEMENT. The MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS shall be permanently reduced by the amount of each payment of the NET AVAILABLE PROCEEDS that is applied to the unpaid principal balances of the LOANS. Notwithstanding the foregoing, with respect to (A) an amount equal to 75% such NET AVAILABLE PROCEEDS shall not be required to be so applied to any of the OBLIGATIONS and to the reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS so long as no DEFAULT or EVENT OF DEFAULT is then continuing and such NET AVAILABLE PROCEEDS (i) do not exceed Five Million Dollars ($5,000,000.00) when aggregated with all other NET AVAILABLE PROCEEDS not applied to the OBLIGATIONS and the permanent reduction of the MAXIMUM AGGREGATE LOAN AMOUNT and the COMMITMENT AMOUNTS, and (ii) are used to purchase replacement assets, in each case within 180 days following the date of receipt of such Net Cash Proceeds NET AVAILABLE PROCEEDS, and (“Allocated Proceeds”; provided that the Borrower B) if all or such Subsidiary may instead deem a any portion of such Net Cash Proceeds NET AVAILABLE PROCEEDS not required to be so applied as provided above in this Section 2.4 are not so reinvested to purchase replacement assets within such 180-day period (or such earlier date, if any, if the BORROWER determines not to reinvest the NET AVAILABLE PROCEEDS as set forth above), an amount equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds remaining portion shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion last day of such Allocated Proceeds be applied period (or such earlier date, as the case may be) as provided above in this Section 2.4 without regard to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis proviso.

Mandatory Prepayments. (i) (x) If any Prepayment Event under any of clauses (a) If on any date through (d) of the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event defined term “Prepayment Event” occurs, then, to the extent of any remaining Net Proceeds received by the Loan Parties on account thereof after application of such proceeds to outstanding ABL Obligations in accordance with respect to the ABL Loan Agreement or (y) if any Prepayment Event under clause (e) of the defined term “Prepayment Event” occurs, then the Borrowers shall, within five (5) Business Days (or immediately in the case of any incurrence of any Indebtedness that is not Permitted Indebtedness) after receipt of the Net Proceeds of each such Prepayment Event, prepay the Term Loans in an amount equal to 75% such Net Proceeds (or remaining Net Proceeds, as applicable), together with any applicable Prepayment Premium in the amount specified in the Agent Fee Letter; provided, however, that (x) notwithstanding anything to the contrary in the Agent Fee Letter, no Prepayment Premium shall become due and payable in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event”, (y) no prepayment shall be required in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event” if such prepayment would not then be permitted pursuant to Section 8(y) of the ABL Loan Agreement (as in effect on the Fifth Amendment Effective Date) and (z) the Borrowers shall be permitted to replace, repair, restore or rebuild Collateral that is subject to any casualty or other insured damage or any taking under power of eminent domain or by condemnation or similar proceeding of (and payments in lieu thereof), so long as (i) no Default or Event of Default has occurred and is continuing and (ii) any such Net Proceeds on account of such Prepayment Event not used to replace, repair, restore or rebuild such Collateral within 180 days after the receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in accordance with this Section 2.9(c); provided that, notwithstanding clauses (i2.6(b)(i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.6(c).

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted pursuant to Section 9.09), to the extent that the aggregate amount of Net Cash Proceeds received by Borrower and its Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) If on any date in respect of all such Casualty Events or Asset Sales, when taken together, exceeds $1,000,000 in such fiscal year, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Default has occurred and is continuing or shall receive result therefrom, if, within five (5) Business Days following the occurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from any such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Recovery Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event thenor Asset Sale, with respect to the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may instead deem a portion be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (ab) If on any date Not later than the Borrower or any third Business Day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from in respect of any Asset Sale Prepayment Event (including pursuant to a sale and leaseback transaction and by way of merger or Recovery Event thenconsolidation) of any property or asset of any Company (including the sale, transfer or other disposition of Equity Interests of any such Company), the Borrower shall apply or cause to be applied 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.11(f); provided that (i) if such Net Cash Proceeds are Non-Core Asset Sale Proceeds, such Net Cash Proceeds shall be applied to the prepayment of the Loans after (and only after) the prepayment in full of the Second Lien Loans under the Second Lien Credit Agreement (and the Borrower shall apply such Net Cash Proceeds to the Second Lien Loans in accordance with the Second Lien Credit Agreement as in effect on the date hereof); (ii) with respect to an amount equal Net Cash Proceeds that are not Non-Core Asset Sale Proceeds, to 75% the extent that, after giving effect to the application of such Net Cash Proceeds (“Allocated Proceeds”; provided that to the Borrower or such Subsidiary may instead deem a portion prepayment of the Loans in accordance with this Section 2.11(b), the Consolidated Total Leverage Ratio would be less than 2.75:1.00, such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward pro rata to the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal and to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Second Lien Loans under the Second Lien Credit Agreement as in effect on the manner specified in Section 2.9(cdate hereof (and the amount required to be prepaid under this subsection (b) shall be reduced by the amount so applied to the prepayment of the Second Lien Loans); provided that, notwithstanding clauses (i) and (iiiii) aboveif such Net Cash Proceeds are Specified Asset Sale Proceeds, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations prepayment under this Agreement require that a portion of such Allocated Proceeds Section 2.11(b) shall not be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingrequired.

Mandatory Prepayments. If a Casualty Event or Taking shall occur with respect to any Project, the Borrower, upon the Borrower’s or the Administrative Agent’s receipt of the applicable Insurance Proceeds or Condemnation Awards, shall prepay the Loan, if required by the provisions of Article X, on the dates and in the amounts specified therein without premium, or, if, pursuant to Section 10.03(j), the Administrative Agent applies Net Proceeds to repay the Loans without premium (abut, in each case, such repayments are subject to the provisions of Sections 2.08 and 5.05) If on any date but, if the portion of the Outstanding Principal Amount consisting of Base Rate Loans is less than the amount of Insurance Proceeds or Condemnation Awards received, or Net Proceeds retained, as applicable, then the amounts so applied to prepay the Loans shall be applied first to prepay in full the Base Rate Loans without premium and then, at the instruction of the Borrower (provided no Event of Default is then continuing), such Insurance Proceeds, Condemnation Awards or Net Proceeds, as applicable, shall be held in a Controlled Account by the Administrative Agent and applied, until Eurodollar Loans shall have matured, in which case, such Insurance Proceeds, Condemnation Awards or Net Proceeds held in the Controlled Account shall be applied in repayment of such Eurodollar Loans on the next Payment Date or successive Payment Dates until all such funds have been so applied to prepay the Loan (and in such case the amount so held shall continue to bear interest at the rate(s) provided in this Agreement until so applied to prepay the Loan). Nothing in this Section 2.07 shall be deemed to limit any obligation of the Borrower under the Deeds of Trust or any other Security Document, including any obligation to remit to the Cash Trap Account, Project-Level Account, or a Controlled Account pursuant to the Deeds of Trust or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to other Security Documents the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Insurance Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are Condemnation Awards or other compensation received toward the prepayment in respect of the Term Loans any Casualty Event or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingTaking.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on No later than the fifth Business Day after the date such proceeds are received toward on which the prepayment financial statements with respect to each Fiscal Year of the Borrowers are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on December 31, 2016 (but not including any Excess Cash Flow attributable to any period ending prior to the Closing Date)2018, the Borrowers shall prepay the outstanding Term Loans or and Additional Term Loans in accordance with clause (iivi) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, of this Section 2.10(b) in an aggregate principal amount equal to (A) 50% of Excess Cash Flow for Holdings and its Subsidiaries on a consolidated basis for the Fiscal Year then ended, minus (B) at the option of the Borrowers, the aggregate principal amount of any Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.10(a) prior to such date (excluding any such optional prepayments made during such Fiscal Year that were deducted from the amount required to be prepaid pursuant to this Section 2.10(b)(i) in the prior Fiscal Year) (in the case of any such revolving loans prepaid, to the extent accompanied by a permanent reduction in the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans commitment, and in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) abovecase of all such prepayments, to the extent that such prepayments were not financed with the terms proceeds of other Indebtedness of the documentation for Borrowers or their Subsidiaries); provided that with respect to any First Lien Notes Fiscal Year, such percentage of Excess Cash Flow shall be reduced to 25% or Pre-Existing Debt that is secured 0% of Excess Cash Flow if the Total Leverage Ratio calculated on a pari passu basis with Pro Forma Basis as of the Obligations under this Agreement require that a portion last day of such Allocated Proceeds Fiscal Year (but without giving effect to the payment required hereby) shall be applied less than or equal to purchase First Lien Notes 3.50 to2.25:1.00 or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt1.50:1.00, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingrespectively.

Mandatory Prepayments. (a) If on Within ten (10) Business Days after the consummation of any date sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for such sale or other disposition, together with the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall receive deliver an Officer’s Certificate to the Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from any Asset Sale such sales or Recovery Event then, with respect to an amount equal to 75% other dispositions during such period). Unless within five (5) Business Days after receipt of such Net Cash Proceeds (“Allocated Proceeds”; provided that Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds Required Lenders’ election to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventforego prepayment, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied then on the fifth date that is seven (7) Business Day Days after the date on which the Borrower shall have delivered such proceeds are received toward Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment Ratable Share of the Term Loans amount of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the manner specified in Section 2.9(c); provided thatprincipal amount so prepaid. Notwithstanding the foregoing, notwithstanding clauses (i) up to 100% of the Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) above, only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the extent that the terms provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under first two sentences of this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingclause (a).

Mandatory Prepayments. (ai) If on Subject to the proviso below, upon the occurrence of any date Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of its Subsidiaries such Casualty Event up to the principal amount outstanding of the Term Loan, and (y) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall receive have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Asset Sale such Casualty Event to acquire, replace or Recovery rebuild the property subject to such Casualty Event thenor to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, with respect to then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to 75% the sum of (A) one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or such Subsidiary may instead deem any other Obligor as a portion result of such Net Cash Proceeds equal Casualty Event up to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment principal amount outstanding of the Term Loans or Loan, and (iiB) if any accrued but unpaid interest on such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an principal amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided thatLoan being prepaid, notwithstanding clauses (i) and (ii) aboveprovided, further, that to the extent that the terms property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on Lenders, has been granted a pari passu basis with security interest under the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingSecurity Documents.

Mandatory Prepayments. (a) If 2.9.1 In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event, the Borrower shall, not later than the date that is fifteen days after such Net Cash Proceeds from are received by or on behalf of the Borrower or, subject to the limitations set forth in the proviso to this sentence, any Asset Sale or Recovery Event thenSubsidiary, with respect to prepay LIBOR Loans in an aggregate principal amount equal to 75100% of the amount of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower shall be required to make a prepayment pursuant to this Section 2.9.1 in respect of any Prepayment Event described in clause (a) or such (c) of the definition of the term “Prepayment Event” resulting from an Asset Sale solely involving property of a Subsidiary may instead deem or from the incurrence of Indebtedness of a portion of such Net Cash Proceeds equal Subsidiary, respectively, only to the first 75% extent that (i) the applicable Subsidiary is permitted under the terms of the Total Opco Credit Agreement, any Existing Term Loan Refinancing Documents or any other Indebtedness of any Subsidiary to distribute the Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Eventincurrence of Indebtedness, when and as receiveddirectly or indirectly, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day Borrower after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal giving effect to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans prepayment, mandatory offer or reinvestment requirements and terms, if any, set forth in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) applicable Indebtedness documentation and (ii) abovethe applicable Subsidiary is permitted to distribute the Net Proceeds, directly or indirectly, to the extent that the terms Borrower without violating any applicable Law or provisions of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion Organizational Documents of such Allocated Subsidiary that are in effect on the Effective Date or come into effect after the Effective Date so long as any such limit on distributions to the Borrower were not put in place in contemplation of the requirements in this Section 2.9.1 (or, in the case of any Person that becomes a Subsidiary after the Effective Date, that are in effect on the date such Person becomes a Subsidiary so long as any such limit on distributions to the Borrower was not put in place in contemplation of the requirements in this Section 2.9.1); provided further that, once the restrictions set forth in the immediately preceding proviso with respect to such Subsidiary no longer apply, such Subsidiary shall promptly distribute the Net Proceeds from the applicable Prepayment Event (or the portion thereof that was not permitted to be applied distributed to purchase First Lien Notes the Borrower as a result of such restrictions, requirements or Pre-Existing Debt terms) to the Borrower and the Borrower shall promptly, and in no event less than 5 Business Days after the receipt thereof, make a prepayment pursuant to a mandatory offer to purchase this Section 2.9.1 with such First Lien Notes Net Proceeds (or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingportion thereof).

Mandatory Prepayments. (a) If on any date Not later than the Borrower or any fifth Business Day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from in respect of any Asset Sale or any Recovery Event then, with respect (to an amount equal to 75% of the extent that such Net Cash Proceeds exceed $1,000,000 in the aggregate), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(e); provided that: so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds are expected to be used, or committed to be used, to acquire assets useful (“Allocated Proceeds”in the good faith judgment of the U.S. Borrower) in the Borrowers’ (or their Restricted Subsidiaries’) business within 12 months following the date of such Asset Sale or Recovery Event; provided that the Borrower if all or such Subsidiary may instead deem a any portion of such Net Cash Proceeds equal to is not so reinvested within such 12-month period (or if the first 75% Borrowers or any of their Restricted Subsidiaries have entered into a binding contractual commitment for reinvestment within such 12-month period, not so reinvested within 18 months following the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds date of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds unused portion shall be applied on the fifth Business Day after the date last day of such proceeds are received toward the period as a mandatory prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans as provided in the manner specified in this Section 2.9(c2.13(a); provided thatfurther that if at the time that any such prepayment would be required, notwithstanding clauses (i) and (ii) abovethe Borrowers or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to the extent that the terms of the documentation for any First Lien Notes repay, redeem or Pre-Existing Debt repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations under this Agreement require that a portion pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Allocated Asset Sale or Recovery Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the applicable Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based (determined on the respective amounts basis of Term the aggregate outstanding principal amount of the Loans and First Lien Notes and/or Pre-Existing Debt then outstandingOther Applicable Indebtedness at such time so long as 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 Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (ax) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% any Prepayment Event of the Total Net Proceeds to type set forth in clause (g) of the Borrower or such Subsidiary from such Asset Sale or Recovery Eventdefinition thereof, when and as received, to be no later than the Allocated Proceeds earlier of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day 45 days after the date such proceeds are received toward the prepayment end of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) Fiscal Quarter and (ii) abovethe date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%) of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default exists, to the extent that the terms proceeds received by such Person as a result of such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment Event of the documentation for any First Lien Notes type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or Pre-Existing Debt that is secured on a pari passu basis with fire, do not exceed $750,000 in the Obligations under this Agreement require that a portion aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such Allocated Proceeds receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be applied required to purchase First Lien Notes or Pre-Existing Debt prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a mandatory offer Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to purchase such First Lien Notes be implied consent to any sale or Pre-Existing Debt, such Allocated Proceeds may be applied other event or occurrence giving rise to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingPrepayment Event.

Mandatory Prepayments. (i) No later than 10 Business Days following the date of receipt by (x) the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Asset Sale after the Acquisition Effective Date, or (y) the Borrower or any of its Restricted Subsidiaries (or the Collateral Agent as loss payee) of Net Cash Proceeds in respect of any Recovery Event after the Acquisition Effective Date, the Borrower shall prepay the Loans as set forth in Section 2.07(d)(ii) in an amount equal to 100% of such Net Cash Proceeds; provided, that so long as no Event of Default shall have occurred and be continuing, the Borrower may, upon written notice to the Administrative Agent, directly or through one or more of its Restricted Subsidiaries, invest or commit in writing to invest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower or any Restricted Subsidiary, which Investment may include the repair, restoration or replacement of the applicable assets thereof or Permitted Acquisitions to the extent such Investments are otherwise permitted under this Agreement; provided, further, that in the event such Net Cash Proceeds are committed in writing to be invested prior to such 365th day, the Borrower may invest such Net Cash Proceeds within 180 days after the expiration of such initial 365-day period. In the event that such Net Cash Proceeds are not reinvested by the Borrower prior to the earlier of (i) the last day of such 180 day period or 365 day period, as the case may be, and (ii) the date of the occurrence of an Event of Default, the Borrower shall prepay the Loans in an amount equal to such Net Cash Proceeds as set forth in Section 2.07(d)(ii). Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries shall be required to repay the Loans with (i) Net Cash Proceeds of any Asset Sale or Recovery Event received on account of any ABL Priority Collateral, to the extent such Net Cash Proceeds are actually used to prepay amounts outstanding under the ABL Facility (with or without any reduction of ABL Commitments) in accordance with and within the time periods required by the ABL Credit Agreement and (ii) Net Cash Proceeds received by a Restricted Subsidiary that is an International Subsidiary to the extent that (a) If on the repatriation of such Net Cash Proceeds to fund such repayments would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower or any date of its Restricted Subsidiaries (taking into account any foreign tax credit or benefit received in connection with such repatriation) or conflict with applicable law and (b) such adverse tax consequences or legal limitation is not directly attributable to actions taken by the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion intent of such Allocated Proceeds be applied to purchase First Lien Notes avoiding or Pre-Existing Debt reducing repayments required pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with this Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding2.07(b)(i).

Mandatory Prepayments. (ai) If on any date Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d) of the definition of Permitted Dispositions), Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, prepay the outstanding principal amount of the Obligations in accordance with respect to Section 2.4(d) in an amount equal to 75100% of such the Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c)dispositions; provided that, notwithstanding clauses so long as (iA) no Default or Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (iiD) aboveBorrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds cash collateral account shall be paid to Agent and applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c2.4(d). Nothing contained in this Section 2.4(c)(i) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts shall permit Borrower or any of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingits Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4.

Mandatory Prepayments. (a) If on any date Not later than the Borrower or any fifth Business Day following the receipt of its Subsidiaries shall receive Net Cash Proceeds from in respect of any Asset Sale or any Recovery Event then, with respect (to an amount equal to 75% of the extent that such Net Cash Proceeds (“Allocated Proceeds”; provided that exceed $1,000,000 in the Borrower or such Subsidiary may instead deem a portion aggregate), the Borrowers shall apply 100% of such the Net Cash Proceeds equal (provided that such percentage shall be reduced to the first 75% of if the Total Net Proceeds Leverage Ratio after giving Pro Forma Effect to the Borrower or such Subsidiary from such Asset Sale is less than or Recovery Eventequal to 2.50 to 1.00 but greater than 2.00 to 1.00, when and as received, to be 50% if the Allocated Proceeds of Total Net Leverage Ratio after giving Pro Forma Effect to such Asset Sale is less than or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the 2.00 to 1.00) received with respect thereto to prepay outstanding Term Loans in the manner specified in accordance with Section 2.9(c2.13(d); provided thatprovided, notwithstanding clauses (i) and (ii) abovethat if at the time that any such prepayment would be required, the Borrowers or any Restricted Subsidiary is required to the extent that the terms of the documentation for any First Lien Notes repay, redeem or Pre-Existing Debt repurchase or offer to repay, redeem or repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations under this Agreement require that a portion pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Allocated Asset Sale or Recovery Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the applicable Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based (determined on the respective amounts basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time so long as 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 Loans in accordance with the terms hereof) to the prepayment of the Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingto the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly.

Mandatory Prepayments. (a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenPrepayment Event, with respect to the Borrower shall promptly, and in any event within ten Business Days, make a prepayment of the Loans in an aggregate amount equal to 75100% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower shall not be required to prepay the Loans as a result of a Prepayment Event under clause (a) or such Subsidiary may instead deem a portion (b) of the definition thereof if (and to the extent in excess of the Prepayment Threshold Amount), for any fiscal year of the Borrower with respect to such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to received by the Borrower or any of its Subsidiaries from any of the events described in clause (a) or (b), respectively, of such Subsidiary from definition that are in excess of US$1,000,000 (with amounts under each such Asset Sale or Recovery clause (a) and clause (b) being separately calculated as in excess of US$1,000,000 (each, the “Prepayment Threshold Amount”)), the Borrower shall have delivered to the Administrative Agent a Reinvestment Notice prior to the date on which a prepayment would otherwise be required under this Section 2.8(a). If the Borrower delivers a Reinvestment Notice pursuant to the proviso to the immediately preceding sentence, such Net Cash Proceeds may be applied for the purposes set forth in such Reinvestment Notice and, if not so applied by the Reinvestment Prepayment Date with respect to the relevant Prepayment Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the such date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term the Loans in accordance with Section 2.9(cclause (c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term below, until such outstanding Loans and First Lien Notes and/or Pre-Existing Debt then outstandingare repaid in full.

Mandatory Prepayments. (a) If on any date Within ten (10) Business Days after receipt by the Borrower or any of its Restricted Subsidiaries of any net cash proceeds of any sale or disposition by the Borrower or any of its Restricted Subsidiaries of any of its assets, the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to make a prepayment in an amount equal to 75% all such proceeds, net of (i) commissions and other reasonable and customary transaction costs, fees and expenses (including any underwriting, brokerage or other customary selling commissions, legal, advisory and other fees and expenses (including title and recording expenses), associated therewith and sales, VAT, income, withholding, transfer and other taxes arising therefrom) properly attributable to such Net Cash Proceeds (“Allocated Proceeds”; provided that transaction and payable by the Borrower or such any Restricted Subsidiary may instead deem a portion in connection therewith (in each case, paid to non-Affiliates), (ii) payments of unassumed liabilities relating to the assets sold, transferred or otherwise disposed of at the time of, or within 90 days after, the date of such Net Cash Proceeds equal sale, transfer or other disposition, (iii) taxes (including any tax distributions related to the first 75% of foregoing or otherwise permitted under this Agreement paid or reasonably estimated to be payable as a result thereof, (iv) appropriate amounts that must be set aside as a reserve in accordance with GAAP against any indemnities, liabilities (contingent or otherwise) or purchase price adjustments, in each case associated with such sale or property loss, including liabilities that are required to be repaid as a result thereof, (v) any funded escrow established pursuant to the Total Net Proceeds documents evidencing any such sale, transfer or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale, transfer or disposition (provided that to the extent that any amounts are released from such escrow to the Borrower or a Restricted Subsidiary, such Subsidiary from amounts, net of any related expenses, shall constitute net cash proceeds of such Asset Sale sale, transfer or Recovery Event, when disposition) and as received, (vi) any amount required to be paid or prepaid on Indebtedness (other than the Allocated Proceeds Obligations (including any Incremental Commitments), any Incremental Equivalent Debt and any Credit Agreement Refinancing Indebtedness) secured by the property subject thereto (other than a Lien that ranks subordinated to the Lien securing the Obligations); provided that Borrower shall not be required to make a mandatory prepayment hereunder with respect to (x) proceeds from the sales or dispositions of inventory in the ordinary course of business, (y) proceeds from sales or disposition of assets of up to $3,000,000 during any four (4) Fiscal Quarter period and (z) proceeds from sales or disposition of assets that are reinvested in assets (other than inventory) used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such Asset Sale or Recovery Event), (i) if 365-day period and actually reinvested within 180 days following the date of such Allocated Proceeds are not Reinvestment Proceeds, commitment. Any such Allocated Proceeds prepayment shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(csubsection (e) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis Section.

Mandatory Prepayments. (i) Until no Term Loans remain outstanding, and in the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any other Group Member in respect of any Prepayment Event, the Borrower shall, (x) within five Business Days after such Net Proceeds are received by Parent or any other Group Member that is a Domestic Subsidiary or (y) within 90 days after such Net Proceeds are received by any Group Member that is a Foreign Subsidiary, prepay the Term Loans as set forth in paragraph (v) below in an aggregate amount equal to (A) in the case of a Prepayment Event described in clause (c) of the definition of the term “Prepayment Event”, 50.0% of such Net Proceeds, (B) in the case of a Prepayment Event of the type described in clause (d)(ii) of the definition of the term “Prepayment Event”, 100% of such Net Proceeds attributable to the Excess Indebtedness Amount, and (C) in the case of all other Prepayment Events, 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) If on any date or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or any of its Restricted Subsidiaries shall receive intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Parent or any Asset Sale or Recovery Event of its Restricted Subsidiaries, then, with so long as no Default has occurred and is continuing, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further that (1) to the extent any such Net Proceeds therefrom have not been so applied by the end of such 180-day period, a prepayment shall be required on the first Business Day after the expiration of such period in an amount equal to 75% of such Net Cash Proceeds that have not been so applied and (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal 2) to the first 75% extent the aggregate Net Proceeds resulting from Prepayment Events of the Total Net Proceeds type described in clause (a) of the definition thereof received by the Group Members that have not been applied either to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of prepay the Term Loans or to acquire (iior replace or rebuild) real property, equipment or other tangible assets (excluding inventory) in accordance with this Section 3.04(c)(i) exceeds $35,000,000 at any given time, the Borrower shall, (x) within five Business Days if such Allocated excess Net Proceeds are Reinvestment Proceedsheld by Parent or any other Group Member that is a Domestic Subsidiary or (y) within 90 days if such excess Net Proceeds are held by any Group Member that is a Foreign Subsidiary, on each Reinvestment Prepayment Date, prepay the Term Loans as set forth in paragraph (v) below in an aggregate amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingexcess.

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted pursuant to Section 9.09), the Borrower shall make a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) If on any date of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries shall receive with respect to such Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, so long as no Event of Default has occurred and is continuing or would result therefrom, if, within five (5) Business Days following (x) the occurrence of any such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following (x) the occurrence of any such Asset Sale or Recovery Event then(y) the receipt of Net Cash Proceeds from any Casualty Event, with respect to the Borrower shall make a mandatory prepayment of the Loans in an aggregate amount equal to 75% one hundred percent (100%) of the unused balance of such Net Cash Proceeds (“Allocated Proceeds”; provided that received by the Borrower or any of its Subsidiaries with respect to such Subsidiary Casualty Event or Asset Sale, as the case may instead deem a portion be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.

Mandatory Prepayments. (a) If on any date Within five days after delivery to Agent of Borrowers’ audited annual financial statements pursuant to Section 9.1.2 (the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then“ECF Payment Date”), commencing with respect the delivery to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% Agent of the Total Net Proceeds to audited annual financial statements for the Borrower or such Subsidiary from such Asset Sale or Recovery EventFiscal Year ending December 31, when and as received2017, to be the Allocated Proceeds of such Asset Sale or Recovery Event), Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of the Parent, and (ii) (A) if the Leverage Ratio is greater than 3.25:1.00 as of the last day of such Allocated Proceeds are not Reinvestment ProceedsFiscal Year, such Allocated Proceeds shall be applied on prepay the fifth Business Day after the date such proceeds are received toward the prepayment outstanding principal amount of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an amount equal to the relevant Reinvestment Prepayment Amount result of (to the extent positive) (1) 75% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 5.2.3 for such Fiscal Year or, at the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be applied toward deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to 3.25:1.00 as of the last day of such Fiscal Year, prepay the outstanding principal amount of the Term Loans in an amount equal to the manner specified in result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.9(c); provided that5.2.3 for such Fiscal Year or, notwithstanding clauses (i) and (ii) aboveat the option of the Borrowers, prior to the ECF Payment Date, so long as, to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, such prepayment shall not be deducted with respect to the Excess Cash Flow prepayment for the succeeding Fiscal Year (the “Excess Cash Flow Payment Amount”); provided, that if the Payment Conditions are not satisfied at the time such payment is due, Borrowers shall pay such portion of the Excess Cash Flow Payment Amount permitted to be paid on such date, if any, and shall on the first day of each month thereafter, pay such portion of the unpaid amount of the Excess Cash Flow Payment Amount permitted to be paid such that the terms of Payment Conditions are satisfied until such time as the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans entire Excess Cash Flow Payment Amount has been paid in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.full;

Mandatory Prepayments. Mandatory prepayments of the Extended Loans and the Revolving Loans shall be required from (a) If on any date 100% of the Net Sale Proceeds from asset sales by the Borrower or any and its subsidiaries (subject to certain ordinary course and reinvestment exceptions to be mutually agreed upon), (b) 100% of its Subsidiaries shall receive the Net Cash Proceeds from any Asset Sale issuances of debt by the Borrower and its subsidiaries (with appropriate exceptions, including proceeds from the issuance of second lien debt or Recovery Event thensubordinated debt that are to be utilized to reduce the outstanding balance of Second Lien Term Loans (defined below), plus related fees and expenses in connection with respect such refinancing, to an amount equal be mutually agreed upon), (c) the Net Cash Proceeds from issuances of common equity by the Borrower and its subsidiaries (with appropriate exceptions to 75% of be mutually agreed upon), which shall be applied ratably to reduce the outstanding Extended Loans, Revolving Loans and, subject to the proviso below, the Second Lien Term Loans; provided that in the event the Borrower does not apply such Net Cash Proceeds (“Allocated Proceeds”; provided that to reduce the Borrower or such Subsidiary may instead deem a portion of Second Lien Term Loans, such Net Cash Proceeds equal shall be applied ratably to reduce the outstanding Extended Loans and Revolving Loans; (d) the Net Cash Proceeds from issuances of preferred equity by the Borrower and its subsidiaries (with appropriate exceptions to be mutually agreed upon), the first $50,000,000 of which shall be applied ratably to reduce the outstanding Extended Loans and Revolving Loans and the balance of which may be applied to reduce the outstanding Second Lien Term Loans; provided that in the event the Borrower does not elect to apply the balance to reduce the Second Lien Term Loans, the balance shall be applied ratably to reduce the outstanding Extended Loans and Revolving Loans, and (e) 100% of the Net Cash Proceeds from insurance recovery and condemnation events of the Borrower and its subsidiaries (subject to certain reinvestment rights to be mutually agreed upon). After the Borrower has accumulated $20,000,000 (including, at the option of the Borrower, any replenishments thereof) from 100% of excess cash flow of the Borrower and its subsidiaries (excluding the Pulitzer Entities) (the “Xxx Reserve”), the Borrower shall be required to prepay 75% of the Total Net Proceeds to excess cash flow of the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, its subsidiaries (excluding the Pulitzer Entities) to be the Allocated Proceeds of such Asset Sale or Recovery Event), determined on a quarterly basis (with appropriate carry-forward credits for quarters lacking excess cash flow) to be applied as follows: (i) for the quarters ending June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012, to retire the Non-Extended Loans (if the Amendment is implemented) from any excess cash flow during such quarters (which excess cash flow funds shall be deposited in a reserve account to fund scheduled amortization payments and payment at maturity of the Non-Extended Loans to the extent no Default or Event of Default exists under the First Lien Credit Facility at the time of such payment, provided, that if such Allocated Proceeds are not Reinvestment Proceedsa Default or Event of Default exists at the time of such payment, such Allocated Proceeds excess cash flow shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified set forth above in Section 2.9(c); provided that, notwithstanding clauses (i“Security”) and (ii) abovefor the quarters ending closest to June 30, 2012 and thereafter, after (without duplication) deduction for the amount of the scheduled amortization payment for the applicable quarter, and actually applied to make such payment (the remaining amount after such deduction, the “Excess Cash Flow Payment Amount”), to prepay the Extended Loans and applied (A) to the extent the Excess Cash Flow Payment Amount is positive, to reduce the immediately succeeding amortization payment of the Extended Loans and (B) to the remaining amortization payments thereof in inverse order of maturity. Excess cash flow shall be defined substantially as set forth in the Credit Agreement (but excluding the Pulitzer Entities), provided, that the terms definition shall include certain dividend amounts and deduct certain permitted investment payments and the amount of carry-forward credits referenced above. For the avoidance of doubt, the Xxx Reserve and any Cash accumulated therein shall be subject to the liens of the documentation for any First Lien Notes Agent pursuant a deposit account control agreement or Preother documents in form and substance satisfactory to the First Lien Agent. Mandatory repayments of Non-Existing Debt that is secured on a pari passu basis Extended Loans, the Extended Loans and the Revolving Loans made pursuant to the immediately preceding paragraph above shall not reduce the commitments under the Revolving Credit Facility. In addition, if at any time the outstandings pursuant to the Revolving Credit Facility (including Letter of Credit outstandings) exceed the aggregate commitments with respect thereto, prepayments of Revolving Loans (and/or the Obligations cash collateralization of Letters of Credit) shall be required in an amount equal to such excess. Notwithstanding the foregoing, if any Default or Event of Default exists under this Agreement require that a portion the First Lien Credit Facility at the time of such Allocated Proceeds any mandatory repayment of Extended Loans and Revolving Loans as required above, the Revolving Loans and Letters of Credit shall first be repaid and/or cash collateralized, as applicable, in full in the amount otherwise required to be applied to purchase First Lien Notes or Pre-Existing Debt pursuant the Extended Loans (without any accompanying permanent reduction of the commitments under the Revolving Credit Facility in connection therewith), with any excess to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied as otherwise required above (without regard to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingthis sentence).

Mandatory Prepayments. (ai) If In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries shall receive any Prepayment Event following the Closing Date, the Borrower shall, no later than one Business Day following the day such Net Cash Proceeds from any Asset Sale are received (or, in the case of a Prepayment Event described in clauses (a) or Recovery Event then(b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), with respect to prepay Term Loans in an amount equal to 75% (x) in the case of such Net Cash Proceeds an event described in clauses (“Allocated Proceeds”; provided that the Borrower a) or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% (b) of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment definition of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment term “Prepayment Date, Event” an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward Asset Sale/Casualty Event Percentage multiplied by Net Proceeds received by the prepayment Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of the Term Loans in the manner specified in Section 2.9(c)such Net Proceeds; provided that, notwithstanding in the case of any event described in clauses (ia) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (iior the portion of such Net Proceeds specified in such certificate, if applicable) above, except to the extent of any such Net Proceeds that have not been so applied by the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion end of such Allocated 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied (and no prepayment shall be applied required to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase the extent the aggregate amount of such First Lien Notes or Pre-Existing Debt, such Allocated Net Proceeds may be applied to prepay Term Loans that are not reinvested in accordance with this Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding.does not exceed $10,000,000 in any fiscal

Mandatory Prepayments. (a) If on The(a)(i) Subject to Section 2.8(d), the Borrower shall use 100% of the Net Proceeds of any date sale or disposition by the Borrower or any Subsidiary (other than any Permitted Asset Sale)of any assets, whether effected pursuant to a Division or otherwise or of its Subsidiaries any Casualty, within fiveten (510 ) Business Days of receipt thereof to make a prepayment of the Term Loans; provided that, prior to the payoff in full of the DIP Obligations (i) 100% of the Net Proceeds of any sale or disposition of any Collateral (other than DIP Junior Priority Collateral) shall receive be applied to prepay the DIP Term Loans pursuant to Section 2.8 of the DIP Credit Agreement and (ii) 100% of the Net Cash Proceeds from of any Asset Sale sale or Recovery Event thendisposition of any assets other than Collateral shall be applied to make a prepayment of the Term Loans and DIP Term Loans on a ratable basis.”. In the event of a Casualty (other than a Casualty described in clause (c) of the definition thereof) of Collateral or of any Specified Aircraft, the Loan Parties (i) shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (ii) . In the event of a sale, disposition or Casualty (other than a Casualty described in clause (c) of the definition thereof), in lieu of making a prepayment under this Section 2.8(a)(i) with respect to an amount equal such Casualty, may substitute Collateral (of sale, disposition or Casualty, the Borrower or any Subsidiary may, upon providing written notice to 75% the Administrative Agent within five (5) Business Days of its receipt of such Net Cash Proceeds, elect to reinvest the Net Proceeds of any such sale or disposition in order to substitute such assets sold or disposed of or acquire operating assets used or useful in the business of the Borrower and its Subsidiaries (“Allocated Proceeds”; provided that, to the extent such assets sold or disposed of constituted Collateral, such substituted or acquired assets shall constitute Collateral having the same or better lien priority and perfection) of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within 90180 days (or within a period of 90180 days thereafter if by the end of such initial 90180-day period the Borrower or a Subsidiary shall have entered into an agreement with a third party to acquire such Subsidiary may instead deem a portion tangible or intangible assets) of such sale, disposition or Casualty. If at the end of any such 90180-day period (or within a period of 90180 days thereafter if by the end of such initial 90180-day period the Borrower or a Subsidiary shall have entered into an agreement with a third party to acquire such tangible or intangible assets), any Net Cash Proceeds equal from a sale, disposition or Casualty of any Collateral or of Specified Aircraft have not been used for prepayment or substitute Collateral providedto acquire assets pursuant to the first 75% this Section 2.8.(a)(i), then such Net Proceeds shall be applied to make a partial prepayment of the Total Term Loans. Upon such a substitution of Collateral; provided, the aggregate amount of Net Proceeds of any sales or dispositions or Casualty not applied to prepay (or offered to prepay) the Term Loans as to which reinvestment rights may be elected shall not exceed $50,000,000 during the term of this Agreement (it being understood that amounts in excess thereof shall be applied to ratably prepay the Term Loans, subject to Section 2.8(d)). Upon such a reinvestment in order to acquire assets and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to the Borrower or such Loan Partythe applicable Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds amount of such Asset Sale Net Proceeds received by the Administrative Agent with respect to such Collateralassets or Recovery Event), (i) if Specified Aircraft relating to suchany Casualty. Any such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied prepayment on the fifth Business Day after the date such proceeds are received toward the prepayment account of the Term Loans or (iimade under this Section 2.8(a)(i) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(cparagraph (c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingbelow.

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (athat is not otherwise permitted by Section 9.09), the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the sum of (i) If on any date one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any with respect to such Asset Sale or Recovery Event then, with insurance proceeds or condemnation awards in respect to an amount equal to 75% of such Net Cash Proceeds Casualty Event, as the case may be, (“Allocated Proceeds”ii) any accrued but unpaid interest on any principal amount of the Loans being prepaid and (iii) any applicable Prepayment Fee; provided that, so long as no Default has occurred and is continuing or shall result therefrom, if, within fifteen (15) Business Days following the occurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or such the applicable Subsidiary may instead deem a portion of such intends to apply the Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery insurance proceeds or condemnation awards in respect of such Casualty Event, when and as receivedto reinvest in the business of the Borrower or any of its Subsidiaries (a “Reinvestment”), to be the Allocated then such Net Cash Proceeds of such Asset Sale or Recovery Eventinsurance proceeds or condemnation awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event are actually applied for such purpose; provided, further, that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment shall be made in the business of an Obligor; provided, further, that, in the event that Net Cash Proceeds have not been so applied within three hundred sixty-five (365) days (the “Reinvestment Period”) following the occurrence of such Casualty Event or Asset Sale (or, if the Borrower or any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than one hundred eighty (180) days following the last day of the Reinvestment Period, one hundred eighty (180) days after the expiry of the Reinvestment Period), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds the Borrower shall be applied on the fifth Business Day after the date such proceeds are received toward the make a mandatory prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, in an aggregate amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment sum of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, (ii) above, to the extent that the terms any accrued but unpaid interest on any principal amount of the documentation for Loans being prepaid and (iii) any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingapplicable Prepayment Fee.

Mandatory Prepayments. On the day of receipt by the Borrower or ---------------------- any Subsidiary of any Net Proceeds (a) If with respect to an asset disposition where the Net Proceeds from such asset disposition, plus the Net Proceeds from all prior asset dispositions consummated on any date or after the Closing Date exceeds $5,000,000 in the aggregate or (b) with respect to an issuance of equity or debt securities of the Borrower or any of its Subsidiaries Subsidiaries, the Borrower shall receive prepay the Loans with 75% of Net Cash Proceeds from such issuance of equity and such asset disposition and 100% of the Net Proceeds from such issuance of debt securities as follows: Prepayment shall first be applied to each Facility A Reduction Installment and Facility B Reduction Installment, pro rata based on the aggregate outstanding principal amount of Facility A Term Loans and Facility B Term Loans, (such prepayment to be applied to any Asset Sale or Recovery Event thenReduction Installment on a pro rata basis) and, when the Facility A Term Loans and the Facility B Term Loans are paid in full, shall be applied to outstanding Revolving Loans. Nothwithstanding the foregoing, the $5,000,000 threshold referred to above with respect to asset dispositions shall not apply during any period in which an Event of Default has occurred and is continuing. Prepayments of Revolving Loans with Net Proceeds from asset dispositions shall also result in a permanent reduction of the Aggregate Revolving Commitment by an amount equal to 75% such prepayment amounts. The Borrower agrees to give the Agent at least seven Business Days' irrevocable written notice of any prepayment under this Section 2.18. Upon receipt of any such notice from the Borrower, the Agent shall promptly notify each Lender thereof. If, within five Business Days' after receipt by the Facility B Term Lenders of such Net Cash Proceeds (“Allocated Proceeds”; provided notice, the Agent shall have received written notice from the Required Facility B Term Lenders that the Borrower or such Subsidiary may instead deem a portion Lenders decline to receive their share of such Net Cash Proceeds equal prepayment, then, notwithstanding any provision herein to the first 75% of the Total Net Proceeds contrary, amounts which would have otherwise been applied to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Facility B Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds Section 2.18 shall instead be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay the Facility A Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingLoans.

Mandatory Prepayments. (a) (i) If on any date Revaluation Date, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75Aggregate Revolving Credit Exposure would exceed 105% of the Total Net Proceeds Revolving Credit Commitment, then (A) the Borrower shall, on such Revaluation Date, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) owing by the Borrower in a Principal Amount such that, after giving effect to such repayment or prepayment, the Aggregate Revolving Credit Exposure does not exceed the Total Revolving Credit Commitment and (B) after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, the Borrower shall replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Borrower relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess; provided, that any repayment or such Subsidiary from such Asset Sale or Recovery Event, when and as received, prepayment of Revolving Credit Borrowings pursuant to be the Allocated Proceeds of such Asset Sale or Recovery Event), (ithis Section 2.13(a)(i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied pro rata among the then existing Classes of Revolving Credit Commitments, unless (x) such a repayment or prepayment is made on (1) the fifth Business Day after Maturity Date of a given Class of Revolving Credit Commitments or (2) the date such proceeds are received toward the prepayment of any termination of all or a portion of the Term Loans Revolving Credit Commitments of a given Class pursuant to clause (iv) of the proviso in the first sentence of Section 2.09(c), in which case such repayments or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount prepayments shall be applied toward first to Revolving Credit Borrowings incurred under such maturing or terminating Class of Revolving Credit Commitments or (y) with respect to any Class of Incremental Revolving Credit Commitments or Other Revolving Credit Commitments, the prepayment of the Term Loans Lenders in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, respect thereof shall have elected less than ratable treatment with respect to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion termination of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts Class of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingCommitments.

Mandatory Prepayments. (ai) If on any date the Borrower Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale a sale of properties permitted by subsection 7.2(f)(ii), or Recovery Event thenharvest excess timber permitted by Section 7.4, then (A) the Net Proceeds of such sale shall be paid by the Company as a prepayment of such Senior Debt as and to the extent required by subsection 7.2(f), and (B) the net proceeds of such excess harvest shall be paid by the Company as a prepayment of such Senior Debt as required by Section 7.4; provided that, in each case, the Company may not prepay Senior Debt other than the Loans and the Facility B Loans pursuant to this subsection 2.7(a)(i) unless (1) the Company also prepays the Loans and the Facility B Loans in an aggregate amount as shall be necessary to cause the Banks together with the "Banks" as defined in the Facility B Credit Agreement to share such prepayment with the other Senior Debt at least pro rata and (2) the Senior Debt so prepaid does not exceed, in the aggregate, $37,500,000. Prepayments to be made with respect to an amount equal the Loans and the Facility B Loans pursuant to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that this subsection 2.7(a)(i) shall be applied first to prepay any Base Rate Loans then outstanding, second, at the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as receivedCompany's option, to be the Allocated Proceeds of such Asset Sale or Recovery Event), Cash Collateralize (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds which cash collateral shall be applied on the fifth Business Day after the maturity date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal their Interest Periods to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term prepay then outstanding Offshore Rate Loans in the manner specified order of their maturities) or to prepay any Offshore Rate Loans then outstanding (in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms order of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion maturity of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debttheir Interest Periods), such Allocated Proceeds may be applied and third to prepay Term or to cash collateralize Facility B Loans in accordance with Section 2.9(c2.7(a)(i) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on of the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingFacility B Credit Agreement.

Mandatory Prepayments. (a) If on On the date of any date Repayment Rebate, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an immediately apply the full amount equal to 75% of such Net Cash Proceeds Repayment Rebate to pay the Lender any accrued and unpaid interest on the Loans that is due (“Allocated Proceeds”; provided that the Borrower or overdue) and payable on such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Eventdate ("CURRENT INTEREST"). If any Repayment Rebate exceeds Current Interest, (i) if such Allocated Proceeds are not Reinvestment Proceedsfor any Repayment Rebate prior to the Revolving Termination Date, subject to Section 4(b) of Exhibit C to the Sales Agreement, such Allocated Proceeds excess amount shall be applied on retained by the fifth Business Day after Borrower to be used for such purposes as the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans Borrower may determine in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) its sole discretion and (ii) above, to the extent that the terms of the documentation for any First Lien Notes Repayment Rebate on or Pre-Existing Debt that is secured after the Revolving Termination Date, on a pari passu basis with the Obligations under this Agreement require that a portion date of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing DebtRepayment Rebate, first, during each Yearly Term, such Allocated Proceeds may excess amount shall be applied to prepay Term (and shall permanently reduce the Commitment hereunder) the unpaid principal amount of the Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based until 20% of the unpaid principal amount of the Loans outstanding on the respective amounts last day of the immediately preceding Yearly Term Loans (such amount, the "YEARLY REPAYMENT AMOUNT") is repaid, and First Lien Notes and/or Pre-Existing Debt then outstandingsecond, subject to Section 4(b) of Exhibit C to the Sales Agreement, any excess amount after application to such principal shall be retained by the Borrower to be used for such purposes as the Borrower may determine in its sole discretion. In the event that the excess of the Repayment Rebate over Current Interest is not sufficient to fully repay any Yearly Repayment Amount, the Borrower shall make a payment to the Lender, on the last Business Day of such Yearly Term, in an amount such that the applicable Yearly Repayment Amount shall have been paid in full.

Mandatory Prepayments. (a) If on any date Within 360 days after the Borrower or any receipt of its Subsidiaries shall receive the Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 9.7) or from any Asset Sale Extraordinary Loss from and after the Closing, the Parent, the Company or Recovery Event then, with respect to an amount equal to 75any Restricted Subsidiary shall apply 100% of such Net Cash Proceeds (“Allocated Proceeds”i) to repay, redeem or repurchase or otherwise permanently reduce the First Lien Obligations of the Company or any Note Guarantor; provided that if any such Indebtedness repaid is revolving credit Indebtedness, the Borrower or such Subsidiary may instead deem a portion related revolving commitments must be reduced by the amount of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or repayment and such Subsidiary from such Asset Sale or Recovery Eventreduced commitments terminated; provided, when and as receivedfurther, to be the Allocated Proceeds of such Asset Sale or Recovery Event), that (ix) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of any Credit Facility Documentation (other than notes issued under one or more indentures to replace or refinance such Credit Facility Obligations) are required to be repaid with the documentation for Net Cash Proceeds of any Disposition or Extraordinary Loss prior to the repayment of other Indebtedness, the Parent and its Restricted Subsidiaries shall be entitled to repay such other First Lien Obligation prior to repaying the obligations under the Notes, and (y) subject to the foregoing clause (x), if the Company or any Note Guarantor shall so reduce the First Lien Obligations, the Company shall (1) equally and ratably reduce obligations under the Notes by redeeming the Notes as provided under Section 7.2 or Prethrough privately negotiated transactions or open-Existing Debt that is secured on market purchases (to the extent such purchases are at a pari passu basis with price of at least 100% of the Obligations under this Agreement require that principal amount thereof plus the amount of accrued but unpaid interest, if any, thereon) or (2) offer to redeem or purchase at least a pro rata portion of such Allocated Proceeds be the Notes (based on the amount so applied to purchase such repayments or repurchases of the First Lien Notes or Pre-Existing Debt pursuant to a mandatory Obligations described above) by making an offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans (in accordance with the procedures set forth in clause (b) below) to all Holders to purchase their Notes at a price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; provided, however, that solely to the extent such Net Cash Proceeds are not derived from a Disposition or Extraordinary Loss involving Collateral, the Parent, the Company or a Restricted Subsidiary shall be permitted to repay, redeem or repurchase Indebtedness of a Restricted Subsidiary that is not a Note Guarantor (other than Indebtedness owed to the Parent or another Restricted Subsidiary) or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Cash Proceeds received by the Parent, the Company or another Restricted Subsidiary); provided, however, that if the Parent, the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Cash Proceeds within 180 days of such contractual commitment in accordance with the above clause (i) or (ii), and such Net Cash Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Cash Proceeds set forth in this Section 2.9(c7.7(a) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on shall be considered satisfied; provided that, to the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstandingextent that Net Cash Proceeds are derived from any Disposition or Extraordinary Loss involving Collateral, such Additional Assets shall constitute Collateral.